


Heart made of pine

by HolyMaiden24



Category: Captain Underpants Series - Dav Pilkey, Captain Underpants: The First Epic Movie (2017), The Epic Tales of Captain Underpants (Cartoon)
Genre: Egg Casserole, Multi, Pinocchio AU, fairy tale AU, krupp is in this in a way but you'll know what I mean later, please remember what au this is when you read that, set during world war 2, will contain smoking and alcohol in a later chapter
Language: English
Status: Completed
Published: 2020-07-20
Updated: 2020-10-13
Packaged: 2021-03-05 02:41:24
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 14
Words: 70,002
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25397092
Author URL: https://archiveofourown.org/users/HolyMaiden24/pseuds/HolyMaiden24
Summary: You and your best friend fix a puppet up to look like your comic book creation and then wish upon a star that he’ll come to life during WWII. Surely that wouldn’t happen... right? A Pinocchio inspired AU as thought up under the name tornrose24. (Please read warnings before reading this fic)
Comments: 69
Kudos: 15





	1. Welcome to 1944

**Author's Note:**

> This is yet another fairy tale AU set in a specific time period. The idea of drastically changing up the story of Pinocchio with CU thrown into the mix made for an interesting take on the original tale and especially the themes. I’m also hoping to keep it shorter compared to the other two au fics.  
> I chose this particular time period due to 1. The potential of the setting 2. The golden age of comics and 3. The idea of there being a small glimmer of light in a time of darkness for the world.  
> I will give fair warning–given what this is based on, the time period, and how this fic changed a few things up, there will be smoking and references to alcohol later on. The Disney movie also showed both and was able to maintain its G rating, but those are activities that I do not encourage any one under age to get into. I will let you know when we get to that part.

“It is 1944 and it is still a time of war! War against the Axis powers of the world!” Many fourth grade students watched as a projector behind the classroom displayed images of soldiers marching across the ground and planes flying through the air on the black board. The lights were off and most of them had their focus on the images being projected as the man’s voice echoed words that the had heard for frequently for the past few years. 

“Here in America we have enemies across both the Pacific and the Atlantic! To combat the threat and help our fellow Allies, thousands of brave men have enlisted from the great forests and sun kissed beaches of the West to the bustling cities and historical lands of the East! From the–!” 

“Ugh, I’m sick of hearing about the war.” Harold Hutchins quietly moaned at his desk to his best friend George Beard. “I wish there was a way to make this better.” 

“Oh I got an idea.” George shot Harold a mischievous grin as he rummaged through his back pack. 

“Meanwhile, everyone is doing what they can to help out!” The voice continued as the film showed a woman with a rivet at work, followed by a boy collecting scrap metal. “From Mrs. Jenkins taking over her husband’s job to support the family to little Timmy collecting metal to be recycled for the war effort! And now, a message from our great President Roosevelt to all you youngsters out there!” 

The film showed the president at his desk, looking as refined and as serious as he possibly could. He opened his mouth to speak, but a strange sound like that of a cow mooing loudly in the classroom broke through and overpowered him. 

It was so unexpected and so hilarious that all the kids bursted into laughter, which only drowned out the rest of President Roosevelt’s speech. George and Harold shot each other huge smiles as the former held an oddly shaped kazoo in his hands before they also burst into laughter. Even the projectionist who had played the clip so many times before was caught off guard and broke into laughter. The only one who wasn’t amused was the teacher who shot the entire class a dirty look. 

Eventually the laughter died down and the clip neared its end. “And remember boys and girls! With your help, we all can win! Thank you and remember–God bless the great US of–!” At that moment a deep, loud, burping sound rang out in the classroom and the kids completely lost it. As they all laughed again, George and Harold snickered as the latter held his own oddly shaped wind instrument. 

***** 

The cafeteria was all abuzz about the incident. Fortunately for George and Harold they were both finished with something that would help throw off any suspicion. 

“It’s the day you all have been waiting for!” George boasted to a group of kids who gathered around the boys. 

“The newest issue done within a week as promised!” Harold took out a handmade comic book made by both boys “Presenting–Captain Underpants and the diabolical Dr. Ratman’s Armada!” 

The kids ‘oohed’ at the sight of a comic. It showed a bald, heavyset, egg shaped man who–as the name implied– wore nothing but underpants and a red cape with black and white polka-dots. He joyously faced off against a huge rodent dressed like a doctor while he was surrounded by a bunch of airplanes with rats flying each of them. 

“Who would like to barrow first?” George asked. 

“ME! ME! ME!” Each child eagerly stepped forward to read the comic. For as long as many of them knew, George and Harold’s comics were just as fun as their pranks. While they enjoyed reading comic books about superheroes, there was something special about Captain Underpants that made him a lot more enjoyable–perhaps because he came across as silly, yet honest with a smile almost always on his face. He was the kind of character they knew their parents would not approve of, so the added forbidden factor was also an addition. 

A few feet away and behind the counter of trays of mostly eaten lunch food was the school lunch lady. She had a large figure and her face was half hidden by a curtain of dark hair, but what could be seen on the other side was a pleasant face with a light sprinkle of freckles. She smiled and her visible blue eye shone with warmth as she watched the children eagerly wait to have a chance to be the first to read the home made comic book. 

In one corner of the cafeteria, Melvin Sneedly–the school’s top student who probably should have already been in college due to how advanced in science and math he truly was–glared at the two boys as he jotted down notes of his next invention in his notebook. 

“Here.” Harold handed the comic to a lucky second grade boy, who was quickly surrounded by his friends who hoped to read it with him. 

“Remember, if you want your own copy, it will cost the same amount that a comic book normally costs.” George reminded the others. 

Any news about the war on both sides was long forgotten by this point. The children were fortunate enough to be able to ignore it long enough to enjoy the blessing of childhood innocence and wonders. 

****** 

“Hey let’s swing by the bookstore to see if the new issues came out yet!” George told Harold as they left the school. 

“Sounds great!” Harold agreed as they both hurried down the road towards town. 

The town itself seemed both picturesque and industrial from a distance. Many buildings were a rusty brown or red, and the nearby blue ocean was full of many fishing boats while the trees still retained their brilliant autumn hued yellows, reds, and oranges. There was some farmland and at least three factories on the outskirts of town. One factory however had not only been completely abandoned, but half of the building was destroyed and caved in, with scorch marks and broken windows lining its walls. It was the only negative detail in an otherwise perfect image that wouldn’t be out of place in a Norman Rockwell painting. 

George and Harold laughed as they hurried down the streets. Most of the citizens that were out and about town were either women, men who were too old to enlist, children and teenagers, or those who stayed behind. 

“Aw shut yer traps!” One man rudely snapped at the boys as they passed by him while laughing over a silly joke. 

“Jeez mister, we didn’t say anything!” Harold protested when he and George momentarily came to a stop. 

“What’s there to laugh about?! An enemy could strike at any moment, all the women are doing the men’s jobs, and I can’t make enough to get by!” 

“Come on.” George rolled his eyes and grabbed Harold’s hand. “He’s just another boring adult.” 

The boys hurried down the road and witnessed other moments of rudeness along the way. One man on a bench didn’t bother to stand up and help out a woman who was carrying too many bags, a pair of women gossiped about the schools needing to be stricter on children, and another man snapped at some kids who also just got out of school and were ridding their bikes. There was a group of very angry mothers protesting a movie that was to be featured at the small movie theater and the ticket seller at the counter could only let out a tired sigh and shake his head. 

“It’s too inappropriate!” One grumbled. 

“We won’t let our children watch it!” Another cried. 

The boys noticed the poster the women pointed at and that the movie in question was none other than an innocent cartoon. They both shook their heads in disbelief. 

“It’s just cartoons!” George grumbled. 

As they continued on, the boys saw a great golden opportunity. There was a sign displayed by a store which said ‘SUPPORT ROOSEVELT! SUPPORT OUR TROOPS! SUPPORT OUR WINNING GOODS!’ 

“You thinking what I’m thinking?” George grinned at Harold. 

Moments later, the boys giggled and walked away after changing up the sign. It now read ‘SUPPORT OUR POOPING DOG TROOPS!’ 

The boys passed many buildings, from the bakery to the Italian restaurant called _‘That’s Amore!’_ Finally the boys came to the small bookstore, which was inviting and friendly both inside and out. When they went in, they eagerly looked for new comics on the comic book stand, but there wasn’t anything new. 

“Looking for something?” A teenage girl behind the counter asked as a nearby old woman glanced through a songbook. 

“Any new Superman or Batman comics?” Harold asked. 

“Or Captain America?” George added. 

“Afraid not.” The girl shook her head. “Maybe in another week.” 

“Aw man.” George huffed. “Well, any new books for kids our age?” 

“I don’t think so.” She looked at the kids section, but there wasn’t anything on the table in the center that was recent. 

“Oh well.” Harold shrugged. “We can come back another time. Thanks anyway.” He waved farewell as he and George left. 

“Those were Grace Hutchins and Barbara Beard’s boys, weren’t they, Hannah?” The old woman asked the girl. She let out a sad sigh before the girl could answer. “Poor dears.” 

“What do you mean?” Hannah asked. 

“Oh you know... the accident at the factory? Not to mention when Moses Beard went off to Europe in the war...” The woman’s voice trailed off as she thought of the misfortune the town suffered. “And both their grandparents are too old to take in the boys and the little girl. The retirement house won’t let them.” 

“Wait, what happened to the other husband?” Hannah asked. “Is he–?” 

“Oh that good-for-nothing fool divorced and left Grace five years ago. No one knows where he went to and no one cares.” 

***** 

The boys headed towards a building that had clearly seen better days. It was an old red and brown three story brick building with vines that crept up along one side, but it was in desperate need of a paint job. The short stone wall surrounding the front was cracked in many places and the paint on the metal gate was also cracked. You could see over the stone wall and see that only a metal gate surrounded the backyard and the oak trees within it. The only thing that seemed better cared for was the metal sign by the gate that identified the building as _‘St. Jerome’s orphanage’_ with a cheap wooden sign under it that read _’Also accepting single tenants–no children or pets allowed.’_ Neither of them had rearrangeable letters and the boys already learned the hard way not to change those particular signs. 

“Is it even legal for an orphanage to take on tenants?” A woman from across the street asked her boyfriend upon seeing the tenant sign. 

“Probably not.” The man shrugged as the boys went into the building. 

Had George and Harold had a choice, they wouldn’t have lived there. Sure there were other kids who were currently upstairs and either playing or silently doing homework after beating the two back to the place, but that wasn’t enough to feel ok with being there. 

The tacky yellow walls and the wooden staircase in the main hall greeted their eyes as usual. Just as they were about to head upstairs, they heard a lazy voice call out “You two,” and were reminded why they would have preferred elsewhere as they looked into the office room to their right. 

The office room was tidy, but not the woman who sat at the desk as she leaned back in her chair and had Glenn Miller playing on her record player. She was somewhere in her thirties and had the look of someone who would actively choose to be lazy and probably took on the job she had just because the county or state could pay her for it for easy money. Her hair was stylish, but she wore too much make up, rumpled clothes, and cheap jewelry. All kids had to refer to her as ‘Ms. Harris’ and only ‘Ms. Harris.’ 

“You got my pills?” Harris asked without looking as she chewed on a tooth pick. 

“Pills?” George was confused. 

“I told you a week ago that you’d both pick up my pills and the cough syrup at the drug store after school. Where is it?” 

“We didn’t remember and you didn’t even give us the prescription this morning!” Harold protested. 

“Yeah, so can’t we do it tomorrow?” George added as he was eager to get onto comic book making. 

“Only if you want to go without dinner tonight. And every other night that you forget. Or is that too much of a hassle for either of you?” 

“Ok, ok, geez!” 

“You want to get smart-alecky with me?!” Harris shot. When the boys didn’t respond, she continued “Well lucky for you, I still had the prescription on me.” The woman picked up the piece of paper. “Oh, and boys? If you see Edith on the way, tell her she owes me rent today. I don’t want someone else forgetting on me.” 

***** 

And so the boys went back into town to collect the item that Harris demanded. The drug store in question was close to the seedier part of town that no one in their right mind would ever go into alone, unless they wanted to encounter the less savory citizens. The boys had to hurry as fast as they could, but then they came across an auto-mechanic’s shop. 

“That’s forty more than you said you’d do!” A man protested to the unpleasant looking mechanic as they stood by his car. 

“Ya should have read the fine print then!” The mechanic snorted and laughed as he cleaned a wrench with a dirty rag. 

The boys looked from the argument to the shop’s sign that said ‘BILLY’S AUTO MECHANICS-FREE BREAK INSPECTION FOR EVERY SERVICE.’ 

The boys shot each other a knowing look and approached the sign with the intent to repeat a certain message on it like they did before on this exact sign. 

Moments later, the mechanic noticed what the boys were doing. “HEY!” He snapped and they ran as fast as they could away from the place. He made to chase after them, but then he saw that the sign now read ‘FREE BRA INSPECTION.’ He let out a scream, but it was too late to fix the sign as a woman was just passing by. When she saw it, she growled out and began to smack the mechanic in the purse as hard as she could. 

The boys continued to laugh as they quickly ran and later stopped by the entrance to a small junkyard with nothing but a wooden fence to block most of it out of sight. By sheer luck, the gate to the junkyard was wide open for anyone who wanted to take a quick look. 

“What’s in there?” George panted as he looked up to see the mountains of abandoned objects inside the yard. He could see old furniture, an abandoned truck, and other assortments of old trinkets and treasures. “Hey I want to check it out!” He tugged at Harold’s jacket sleeve and went on in. 

“Hey if we mess around in there, we’ll risk smelling like one.” Harold protested. 

“Yeah, but I want to see what there is. Plus I want to get some inspiration for our next comic!” 

Harold reluctantly followed George in, but was quick to see what he meant. There were so many unusual objects that, in another life, would of once had value. So many abandoned tires, broken toys, an old lantern or a pile of rags, posters that once asked voters to vote for Hoover and now bore graffitied insults–the list went on and on. 

“Oh neat!” Harold was impressed by the pile of broken Christmas decorations and a collection of plungers. He grabbed one of the plungers and played with it as if it were a sword. 

“Whoah, check this out!” George found an old red wagon. He frowned when he saw all the sharp holes in it. “Aw man, the others would have wanted to ride in it.” 

“So much for ‘little Timmy’ donating for the war.” Harold snorted. 

“No way! A toilet!” George laughed when they found an abandoned toilet that did not look safe to sit on. 

“It is in the dumps, but it once held dumps.” Harold reflected before they giggled. Suddenly they heard a rustling sound from behind and both boys turned around and yelped as a brown dog unexpectedly popped out from around a pile of discarded magazines with a shoe in his mouth. 

“Oh, its just Greg!” George smiled at the familiar street dog that all the children knew. The dog dropped the shoe and ran over, his tongue hanging from his mouth, and he nearly knocked the boy over when he crashed into him. “Whose a good dog?!” 

George grinned and petted Greg, who happily licked his hand. “And where’s–?”

They heard a mewing sound and turned their heads to see an orange kitten with black stripes charge towards them. 

“There you are!” Harold smiled when the kitten went over to rub himself against their legs. “Hey Lil’ Petey!” The kitten mewed and smiled at the boy as he bent down to pet him. 

“Guess we weren’t alone.” George chuckled as the animals happily chased after each other. Harold was about to agree when his eyes noticed a huge flyer stuck against an old door and a broken window and he went over to pull it out. 

_“‘Pleasure Island,’”_ He read the bright words on top of the weather beaten poster which depicted what appeared to be a carnival illuminated by fireworks at night while surrounded by water. _“‘The paradise for everyone above twenty one who seeks a swell time.’”_ As George went over to check the poster too, the blonde noticed that the poster was missing a huge chunk at the bottom. It made learning the exact location of the island impossible. 

“There’s no way a place like that is real.” George scoffed. “No grown up gets an amusement park where kids aren’t allowed in.” 

“Yeah.” Harold agreed and tossed the poster away. “And what’s at an amusement park that an adult would want besides rides or food and fun?” 

The boys continued to search around for a bit when George decided “I think I was able to get some ideas here–we’re ready to go.” 

“Me too.” Harold agreed. The boys began to head on back where they came, but moments later, Harold saw something else out of the corner of his eye that made him come to a complete stop. 

“What?” George asked as he backtracked and soon saw what Harold found–in between some old tires, a broken china cabinet, and ancient looking books, was a large puppet. Unlike most puppets, this one was larger than either boy and it appeared to be the size of an adult with a large, egg shaped body and egg shaped head. 

“Wow!” Harold had to go over and examine it closely, and George followed him. The puppet had no clothing or much detail to it. There were ears, a piggish looking nose, and the face had been carefully carved that it began to resemble some other human like features, but it was as if the maker suddenly gave up, deemed it a huge failure, and tossed it out. 

“That is an amazing puppet!” George grabbed one of the arms and examined the different joints from the shoulder to each finger. The wood was sanded down to the point that it was smooth and the coloring passed for a natural skin tone, but the slightest touch ruined the illusion. 

“Yeah, who’d be dumb enough to leave this guy here?” Harold moved the puppet to look it over for any flaws, but only found the puppet’s strings and paddles that were connected to it. “He’s still in good condition. He might need to get cleaned up in a few places.” 

A thought struck George when he noticed a familiarity to the puppet’s shape. “Harold, give me the comic book.” 

Confused, Harold took the remaining Captain Underpants comic out of his back pack and George looked between the hero and the puppet. “It almost looks like Captain Underpants!” He exclaimed with a smile. 

Harold went over to check the comic and then looked at the puppet. “Oh yeah, it kind of does!” He laughed. 

George then had a great idea. “We’re taking him with us!” 

Harold stopped laughing. “What?” 

“This can’t be a coincidence! We have to take the puppet and make him into Captain Underpants! Think of the potential! We could put on shows, make money and–!” 

“How will we even sneak him past Harris?! Or keep him hidden?!” 

“Relax, I think I have an idea.” George thought. “First we need that wagon and something to cover him up with.” He smiled at the puppet. “He’s coming with us–I got a good feeling about this.” 


	2. The puppet and the star

**Notes for the Chapter:**

> I was working on chapter 2 around the same time as chapter 1. Plus that fact that the chapters have been shorter compared to how long I usually make them might explain why this one came so fast.  
> Any way, quick disclaimer:  
> The first song ‘Crazy words, crazy tune’ was originally by Jack Yellen and Milton Ager. The second song The second “I can’t believe you’re in love with me” has had many covers, but I used the Louis Armstrong one because it has singing AND it’s closer to the time period.  
> The third... well... it’s obviously not mine.

“Man, he was lighter than I thought!” George commented as he and Harold pulled the old wagon behind them. The puppet was safely hidden under a ratty old brown blanket and though it rattled against the bottom of the wagon, it stayed put. 

“Painting the face should be easy, but getting the other stuff might be tricky.” Harold admitted. “We might need to buy actual underwear if we can’t find any.” 

“A small sacrifice, but we can make it up later.” George shrugged. “Any way, about the–” The wagon hit a crack in the ground and the puppet’s arm dangled out. 

“Whoops!” Harold hurried over to tuck it in when– 

“Oh, you guys.” An unamused voice greeted them. 

George and Harold turned their attention to a familiar red head in glasses a few feet away with a bag in one hand and a notebook in the other. 

“Oh hey Melvin!” George greeted as he stepped in front of Harold, who quickly shoved the arm back under the blanket. “What are you doing here?” 

“None of your beeswax!” Melvin snapped as he pushed his glasses up his nose. He noticed what was behind George as Harold stood back up. He let out an annoyed sigh as he expected the worst. “What–dare I ask–is that?” 

Harold defensively stood in front of the bundle on the wagon. He and George did not get along well with Melvin due to the boy’s history of tattling and being insufferable. The last thing they wanted was for Melvin to somehow be responsible for any sudden loss of their new treasure. 

“Oh, it’s a dead body.” George grinned and crossed his arms behind his back. 

“A–what?” Melvin stammered and raised his eyebrow. 

“Yeah sure, we found it in a ditch. Maggots coming out of the ears and eyes and everything. It smelled bad, but then if you spray perfume all over it, it’ll be alright.” 

Melvin was still skeptical, but he was starting to look ill at the picture George was making in his head. “Are you even–?” 

“Hey, you aren’t telling us what you’re up to and we won’t tell you what we’re up to.” And before Melvin could even answer, both boys took the wagon and hurried as fast as they could. 

“A dead body?” Harold hissed. “Really?” 

“He’ll just think its something for another prank! It’s not like he lives with us!” George pointed out. “And if it keeps him on his toes at school for a bit, it’ll be an added perk!” 

******* 

“Ok, I’ll go in first and check on things.” George told Harold after they managed to get the puppet into the backyard while the wagon had to be left behind. The big guy had to be thrown over the fence and it crashed to the ground, but it was still in good condition. 

“Got it!” Harold gave him a thumbs up. 

George hurried around the building and went through the front door. However he almost ran into Edith–the elementary school’s lunch lady and the only tenant that also lived in the building–who was about to head into the office. 

“Oh, hello George!” The woman nearly jumped out of her skin when she saw the boy. 

“Oh hey Miss Edith!” George nervously smiled and waved. Edith was one of the few adults in town who was nice and many children adored her, but he didn’t want her to know about what he and Harold found just yet. Especially if Harris was still in her office. 

“Was school ok today? It looked like it was, what with the comic–” 

“You two have the pills?” Harris opened the office door and looked at George, but didn’t bother to notice that Harold was missing. The boy took the bottle out of the paper bag and handed it over without getting so much as a ‘thank you’ in return. 

“So Edith, where’s the rent money?” Harris demanded without hesitation. 

“Oh yes!” Edith took out a few bills from her wallet. “I got them–” 

“Great, thanks.” Harris didn’t bother to wait and yanked them out of Edith’s hands. 

“Wait a minute!” Edith protested. “I didn’t sort them out yet–” 

“I know how much you owe me. Whatever work you do around here might cover half of it, but its not enough. Do we have a problem with that?” 

“No.” Edith stammered. 

“Good, then you can start working off next month’s rent by starting up dinner.” Harris pointed at the kitchen. 

“But I just got back from–!” Edith faltered when Harris gave her a strange look. “S-sure.” 

“Also put the cough medicine in the cabinet while you’re at it!” Harris ripped the bag from George’s grasp and practically shoved it into Edith’s chest. 

Edith gave in and headed to the kitchen. Harris shut the door behind her, which was good enough for George, who quickly went to the other end of the hall and opened the backyard door. 

He looked around the backyard before waving for Harold to bring in the puppet. The blonde nodded and dragged the puppet behind him as George looked back inside to make sure no one would come out. Once Harold made it, George grabbed the other end of the puppet and helped him carry it in. 

They went past the kitchen and dinning room, went up the stairs, went past two rooms where children were playing or studying behind the doors, and came upon the room that they shared with Harold’s little sister. 

The bedroom in question had two sets of bunk beds, a desk with a chair, a few drawings tapped to the wall, and one night stand between the two beds with a lamp and two picture frames on it. There were no dressers but instead there were trunks under the beds for the residents to stuff their clothing in. When the boys went in, Heidi was already there and struggling to read her homework on the part of the bunk bed that she had to herself. When she noticed the boys, she smiled, but then tilted her head in confusion when she saw the bundle that they carried. “Is that for another prank?” Heidi asked. “Ms. Harris got really mad after the shaving cream prank–” 

“Heidi, I promise we’ll tell you later if you can keep it a secret.” Harold promised as he and George set the puppet down in a corner. He went over to Heidi and playfully ruffled her hair. “Did you get help on that first?” 

“Most of the kids are busy.” Heidi answered. 

“Let me take a look.” Harold sat down beside Heidi as George took out his notebook and dropped his back pack by his bed as he began to put together another story. 

**** 

For the rest of the week, whenever the boys were done with school, they kept an eye out for the materials needed to turn the puppet into their superhero. They managed to find a discarded pair of curtains at the junkyard that just so happened to match the red and black polka-dot cape and they had to wash them in secret back at the orphanage. 

The following afternoon, they went into a clothing store where they had to find the other most important article of clothing. 

“You think these are good enough?” Harold pulled out a huge white pair of underpants that he swore seemed bigger than he did. 

George looked at the package. “The numbers add up with the measurements, but they’ll have to nearly reach his chest. Otherwise it might slip off.” 

“Alright.” Harold agreed. As they went through the store, he noticed some gloves that reminded him of the kind that cartoon characters tended to wear. “We might need those.” He pointed. 

“But he doesn’t wear gloves.” 

“I know, but his fingers are jointed and I don’t want anyone getting pinched fingers if they get to close to the cracks.” 

“Ok, but that’s coming out of our pocket money too.” 

And so, with the combined money the two put together, they were able to purchase the two items. 

As they walked down the street, there was a commotion within the nearby grocery store. Suddenly both Greg and Lil’ Petey darted out of the store as an angry grocer chased after them with a broom. 

“DANG VERMIN! GET YOUR OWN FOOD!” The grocer snapped and stormed back into the store. 

The boys reflected on the moment when they went back to the orphanage. “It’s a real shame we can’t take them in.” Harold sighed as George checked their purchase’s in the brown bag that they were in. 

“Take who in?” The boys flinched in surprise and turned around to see Edith walking right behind them. “Sorry.” She gave them a sheepish smile when she noticed that she scared them a bit. 

“Oh just a dog and a kitten that we see around town.” Harold answered. 

“They don’t have a home?” Edith frowned. “Oh dear, isn’t there an animal shelter around here?” 

“I don’t think so.” George admitted. 

“By the way, I noticed some of the washing supplies went missing. Do you know where they went?” 

“Uh, we had a stain on our pajamas that we had to clean off.” Harold lied. 

“Alright, but I’ll need those back soon.” 

Once they all managed to get into the building, it didn’t even take three seconds for the office door to open up. “Edith, take these to the post office before it closes.” Harris thrusted two envelopes into Edith. 

“But I was just in–why didn’t you do that already?” Edith was baffled. 

“I was busy.” The woman’s answer was not convincing for any of them. “Now go.” 

Edith had no choice but to listen and head back out. 

“HEY KEEP IT DOWN!” Harris yelled upwards as the sound of stomping feet could be heard while George and Harold took their cue to make their escape up the stairs. 

This time, Heidi was at her bed reading ‘Horton Hatches the Egg’ and she looked up when the boys came inside. “Did you get the rest of his outfit?” She excitedly asked. The boys shared a smile as they lifted the underpants out of the bag and held it out for her to see. Heidi then bursted into laughter over the display and the sheer size of the object. 

***** 

The next day at lunch time, they worked on their next comic as they sat with a group of their friends–most of whom were in the same grade. There was Bo Hweemuth who also lived in the orphanage like the boys, and despite his giant stature he had a much bigger heart and loved to make clay figurines. Dressy Killman was in the school choir and loved nature, but was a bit of an odd ball. Stanley Peets’s family owned one of the local farms and despite how much he frequently sweated, he was a polite young man. Finally there was Steven Yamaguchi or ‘Gooch’ as he was called and he was both mellow and odd all at once. 

“So how’s the next comic coming?” Stanley asked as he watched Harold draw out a page. 

“Yeah, and I already made a figurine of one of the recent characters.” Bo smiled. Like the boys, he accepted commissions in exchange for money to buy more supplies. “It’s going good, but we want you guys to come over on Friday.” George told them. “We got a great surprise.” 

“A surprise?” Gooch wondered. “It must be something big if you can’t bring it to school.” 

“It must be ginormous.” Dressy added before she repeated the last word, but sang it and waved her hands out. _“Ginormous!”_

They all heard obnoxious laughter and looked to see Jessica Gordon laughing over something as a small girl and a tall girl each held a mirror up for her to look at her appearance. 

“Oh my gar, my har is fantastic today!” Jessica gushed, changing up her word in a way that only she could. “Sophie One, that harspray you brought is amazing!” She praised the short girl. “Other Sophie, the harspray you brought was as atrocious as your har! It’s like it tried at life but put in half the effort and it showed.” She scowled at the tall girl who frowned and visibly slumped. 

George and Harold shot each other a knowing look. 

Later that day, Jessica found herself as the victim of the old ‘water in the bucket’ prank and her long hair was now a wet tangled mess as she screamed and ran through the classroom halls while nearly running over many a confused child. The boys laughed from behind a corner at the sight and shared a high five. 

Later that night, they still relived the moment of Jessica’s comeuppance when all the kids at the orphanage ate the dinner that Edith made for all of them while Harris ate by herself. 

“Edith!” Harris swung the dining room door open and snapped at the woman who ate with the kids. “My bathroom mirror and window is dirty! Clean it off!” 

“But I need to clean the dishes later and I’m not done eating!” Edith protested. 

“If you want to have your next rent paid off, you’ll do it now!” 

Edith sighed and got up and the kids watched as she followed Harris out. 

“If anyone else took up rent, Miss Edith wouldn’t have to work so hard.” Tommy pointed out. 

“Maybe we should clean our dishes for her!” Sugar offered. Unfortunately some of the kids still had homework to tend to, so only half the dishes were cleaned by the time Edith came down to finish eating, put the leftovers away, and take care of the rest. 

When the boys weren’t busy with school work or with their comics, they carefully put the puppet together. Harold in particular had to first plan out how he was going to create the face and once he knew what to do, he carefully drew onto the face of the puppet. George watched as Harold took what paints he found and carefully painted out the features. First the eyebrows raised in excitement, two black lines for the friendly eyes that were like those of their comics, and finally a huge, beaming smile that could have made the sun pale in comparison. 

“Done!” Harold wiped his brow and stood back to admire his work. “Hey, maybe I could have a back up career in puppet making myself!” He laughed as George nearly squealed with glee. The puppet really did look like he had the face of the superhero and it was as if he could speak to them at any second. 

“He’s perfect!” George grinned and swung an arm around Harold’s shoulders. “You have a way with any pencil, crayon, or paint brush you pick up!” 

“That’s because I have a muse who has a way with words!” Harold playfully poked George on the cheek with his paint brush and gave him a black spot. 

“Oh no, you asked for it!” George dipped his finger in the black ink and poked Harold in the arm. The two laughed as they got their fingers in the paint and it soon became an all out battle between them. 

“Ok, but we need to add the rest of him.” Harold put the paints away and cleaned up the area a couple minutes later. As he did, they could hear Edith playing her own record player in her room and he knew that some of the kids must have been invited in to give it a listen and dance to it. He instantly recognized the song as one he and George liked, but he knew they had to focus and finish before tonight. 

Together he and George put the articles of clothing onto the puppet and when George finished tying the knot on the cape, he and Harold stood back to take in the final result. 

“George?” 

“Yes Harold?” 

“This was one of your best ideas yet.” 

“Well thank you!” George grinned and danced a little dance that he saw the famous Cab Calloway perform in the movie theater, causing Harold to laugh as the painted eyes of the puppet stared at them both. 

_“Crazy words, crazy tune, he’ll be driving me crazy soon with a voe doe doh dee oh, voe doe doh dee oh doh!”_ The singer from the record player sang out. 

***** 

“I can’t wait.” George whispered to Harold in class after they finished a spelling test. “It’s like waiting to show the comics to the other kids.” 

“I know.” Harold replied. 

“Students, what is ‘responsibility’ to you?” The teacher addressed the class. When no one answered, she asked “Anyone? Does anyone have a pet or a sibling?” Some of them, including Harold, raised their hands. 

“Then you know that responsibility means that you have a job to look after someone or something. Your parents might not have given you a pet unless you promised that you’d feed and take care of them. Your older sibling keeps an eye out for you, or perhaps you are keeping an eye out for a younger sibling.” 

The boys didn’t want a lecture about good behavior and rolled their eyes. A boy asked “Like how the Germans are responsible for the war? That’s what my dad says.” 

The teacher pulled a face at this. “Well, I’m talking about responsibility in a way that doesn’t involve the war... but yes it can have a negative meaning too, like if you accidentally broke a plate while playing baseball in the house or if you forgot to clean your room. When you are an adult, you will be expected to be responsible for many things, from a career to taking care of yourself. Or taking care of your family. If you have it, it means you can take on many things in life.” She then wrote the word on the board. “For today, I want you to write what responsibility means to you in fifty words or more.” 

Many students began to write, including the ever-on-top-of-things Melvin. George and Harold were more interested in imagining what later today would be like than writing a paper about being responsible. 

***** 

That Friday afternoon, George and Harold’s friends managed to sneak into the orphanage. The children in the orphanage were told that something special would wait for them and they were curious to see what it was that the boys had worked on in secret. 

The kids all gathered around in the largest of the bedrooms and stared at the strange tattered blanket with something huge underneath it. 

“So what’s so special about a blanket that looks like it came from out of the trash?” Gooch asked as he sat by Bo and pointed at the object. 

“Well, Harold and I made an amazing find not that long ago!” George began as he and Harold stood by the bundle. “It was too perfectly shaped to be a coincidence!” 

“Perfectly shaped?” Bo asked. 

“It took a little craftsmanship and some searching, but we finally got him ready!” Harold smiled. 

“Uh, what do you mean by ‘Him?’” Stanley nervously asked. 

The boys turned to the bundle and with a dramatic flourish, they pulled off the blanket to reveal their creation. “We made a puppet version of Captain Underpants!” George answered. 

Many of the kids gasped at the sight of the unusually large puppet who was dressed in the very familiar outfit. Some were excited and laughed and Bo let out an impressed “Whoah!” while others were slightly creeped out. Heidi herself beamed in delight at the sight of the completed ‘superhero.’ 

“We can’t let Ms. Harris know, so we got to keep him hidden!” Harold cautioned. 

“But now we can have a superhero close by!” George smiled. “Well, kind of.” 

“How are you doing to make him move if he’s so large?” Dressy asked. 

“Like this!” The boys grabbed the paddles that connected the strings to the large puppet and climbed up to one of the top bunk beds. Within moments, ‘Captain Underpants’ got on ‘his’ feet and stood before the children–he was so tall that he was the size of a real grown man. 

“TRA-LA-LA!” Harold deepened his voice and made the puppet’s hand stick up into the air and it waved at the excited children. “It’s a pleasure to meet all you fine young citizens!” 

“It’s a pleasure to meet you too, Captain Underpants!” Heidi stood up and waved. 

“And what’s your name, little girl?” ‘Captain Underpants’ turned his head and greeted her. 

“My name is Heidi! My brother and his friend like to draw comics of you!” 

“I’m sure they are both incredibly talented!” The boys smirked at each other. 

“Uh, hi Mr. Captain Underpants!” Stanley stood up and greeted. “My name is Stanley! I’m from a farm!” 

“Well Stanley, I was raised on a farm myself! You don’t have any monster cows that try to ruin your lawns and leave cow-pies, do they?” 

“No sir.” Stanley giggled. 

“I take it that no one is in any danger? No villains to be stopped?” All the kids shook their heads or said “No.” 

“But the Wicked Wedgie Woman will now be attacking the city!” Dressy stood up and growled. “I will conquer it and take over the world!” She grabbed her hair and waved it around in the air. 

“Well not if I have to say anything about that!” The boys scrambled to get down and carried the puppet towards Dressy as she cried out “I need minions! _Minions!”_ She sang and soon a few more younger children joined in. 

What ensued was a fun game of ‘Captain Underpants’ fighting off many ‘bad guys’ in the form of young children pretending to be the various villains that he had fought in the comics. As George and Harold carried around and controlled the puppet’s movements, it was almost as if he really _was_ there. There was no need to think about war, misfortune, or any other worries–they were all swept in a game of imagination where they could escape into a more exciting life. 

Seven minutes later, there was a knock at the door that silenced them all. Just before they could start planning on hiding the puppet or run away, a voice spoke “Kids, its me Edith. You all know you can’t be too loud and Ms. Harris will be back in half an hour... is it ok if I come in?” 

Many of the kids grew nervous, but the boys thought for a moment and decided “It’s ok, she can keep him a secret.” 

One of the girls opened the door and Edith walked in, with an apron over her dress. “Oh hello!” She smiled and waved at the unexpected visitors but she gasped upon seeing the puppet. She instantly recognized the familiar character from the comics that the boys made, but she still asked “Is that George and Harold’s superhero?” 

“It is!” Heidi took Edith by the hand and pulled her into the room. “They found a puppet and turned him into Captain Underpants!” 

“Wow!” Edith was amazed at the sight and the details of the puppet as the boys once again found themselves on a top bunk to get him to stand up to his full height. She was equally amazed at how large the oddly shaped puppet actually was, as ‘he’ appeared to be taller than her, rather than the traditional smaller kind. The wood almost looked like human skin. The lack of clothing revealed the joints in his arms and legs, and she could see where the neck was connected to the main body even though the cape mostly covered that part up. 

“Well how do you do?” She asked ‘Captain Underpants’ and the boys quickly manipulated so that he’d bow before her. 

“I’m doing fine. It’s a pleasure to meet a nice, lovely lady and fine example of a good citizen like you on a day like today.” Harold continued to use the deep voice for ‘Captain Underpants.’ 

“Aw shucks, aren’t you a charmer!” Edith giggled. 

“Oh no, what if a bad guy goes after Miss Edith next?” A little girl asked. 

“Rargh!” Bo took that as his cue to deepen his voice and stomp towards Edith. “Me Claylossus! Me take school lunch lady!” He grabbed Edith’s wrist and gently pulled her away. 

“Oh–! Oh no!” Edith realized what game she was being swept into and pretended to be in distress. “Help! Someone save me!” The boys scrambled down off the bed and grabbed ‘Captain Underpants.’ 

“Unhand her, you dastardly fiend!” Harold warned as he and George dragged the puppet towards Edith and Bo. 

“Get him!” Keisha cheered. 

“Yeah, get him!” Keisha’s little sister Kira also cheered. 

“Punch his lights out!” Stanley hollered. 

The kids watched as the superhero ‘fought’ Bo, which was only George grabbing both the puppet’s hands and pretending to hit the ‘monster’ while Harold held onto ‘Captain Underpants.’ In their minds’ eyes, it was an intense battle much greater than what was actually happening. 

“Argh, curse you!” Bo finally pretended to be defeated and collapsed to the ground. “Me have revenge on weird underwear guy!” 

“Keep on dreaming!” ‘Captain Underpants’ boasted as George laughed and let go of his arms. “Are you alright, Miss?” The hero turned ‘his’ attention to Edith. “Let me fly you to safety!” George wrapped the puppet’s arms around Edith’s waist and the kids laughed as the boys pretended that ‘he’ flew Edith to the other side of the room. George made a ‘whooshing’ sound like the superhero was flying through the wind as Edith laughed before they all came to a stop. 

“There you go!” ‘Captain Underpants’ let go of Edith and George made ‘him’ salute to Edith. 

“I’m alright, thanks to you, Captain!” Edith giggled as she tucked her hair behind her ear. “Are you alright?” 

“Aw, it was nothing! Just doing my job!” 

“Well, if you ever need a day off, I don’t mind repaying you with a friendly visit–oh, but I don’t know where you live or what your–” 

“You aren’t supposed to know!” Heidi quickly spoke up. “All superheroes have a secret identity that they got to keep secret! Superman doesn’t tell Lois Lane his real name! Otherwise the bad guys could kidnap you and hold you hostage again!” 

“Yeah!” The other kids agreed. 

“Oh, I see.” Edith understood before she realized how much time has passed. “Oh drat, I need to get back to work.” She gave the ‘superhero’ with a huge grin a smile of her own. “Well, thank you for saving me, Captain Underpants. Until next time.” She cupped the puppet’s wooden cheek with one hand and then leaned in to playfully kiss the other one. 

Some kids giggled, while others gagged and went “Eww!” 

“See you all later!” Edith waved and left the room. She couldn’t stop smiling as she headed down the stairs–it had been awhile since she got to play around and have fun. It was fun to pretend that there was a real superhero that could solve everything in no time flat, and that the power of good and innocence could still triumph. 

**** 

Night time had fallen. It was close to bed time and everyone was in their pajamas. 

Downstairs, Harris was on the telephone and gossiping to one of her friends as she sat by her vanity. 

Upstairs, many of the children were getting ready for bed. Across the hallway and the staircase, Edith was in her room, listening to Louis Armstrong on her record player while her mind wandered while laying on her bed. 

_“Your eyes of blue, your kisses too, I never knew what they could do, I can’t believe that you’re in love with me.”_ Armstrong sang as she wondered about her future. 

The light was still on in the bedroom that the boys and Heidi shared, but they were almost ready for bed. 

“I had so much fun with Captain Underpants.” Heidi smiled as she played with one of ‘Captain Underpants’ hands. “It was almost like he was actually alive.” 

“I suppose.” Harold admitted as he thought back to the lie they told Melvin. “Huh, you know, George? When you lied to Melvin about there being a dead body under the blanket? We might have creeped him out, but...” He looked back at the puppet. “Well, technically he’s not alive.” 

“I know, but it was still funny.” George shrugged and grinned. 

“So Heidi.” Harold asked his sister as she gently touched the puppet’s nose. “You said a superhero never gives away his secret identity. George and I never did come up with a civilian name for him.” 

“That’s true.” George admitted as Heidi thoughtfully stared at the puppet. “What do you think we should call him?” 

“Hmm.” Heidi hummed as she thought of the best boy names she could think of until she remembered one in particular. “I like Benjamin.” She admitted after a few moments. 

“Benjamin?” The boys raised their eyebrows at this. They thought the girl would choose a more humorous name, given the nature of their comic books. 

“It’s a nice name.” She smiled. “That was one of the names I thought Daddy might have, since Mama never told us.” Her face fell as Harold scowled and George awkwardly glanced at the floor. “Maybe we could go meet Daddy someday, but if Mama were here, she’d take us far away from here. I’d rather see her again if I had to pick between them.” 

“I don’t think you should give Captain Underpants a name that Dad–” Harold was about to tell his sister. 

“Benjamin is a good name.” George quickly cut in. “Actually Heidi, it’s a perfect name for a secret identity.” 

“I don’t–I guess it’s fine.” Harold reluctantly agreed before he regained his calm. 

Heidi smiled, but there was a sadness in her eyes. “I wish we were in our old homes again. I miss having my old room and my other toys. I miss...” She didn’t say it, but they knew what she was going to say. 

“Hey Heidi, how about Mom’s song before we go to sleep?” Harold gently asked. 

When Heidi nodded and Harold went over to turn the light off. As he did, she gave the puppet one last look before she leaned in and whispered in his ear “Good-night Captain Underpants.” She gave him a quick hug around his neck before she headed to bed. 

When the light was turned off and the room darkened, the only light they all got was from the moonlight and the stars from outside the single window. Harold sat down on the bottom bunk on the left side of the room where Heidi slept and kept a small black stuffed dragon plush toy. Heidi sat down on the bed beside Harold as George sat next to her so that she was in between both boys. As Harold wrapped his arm around Heidi, he began to sing. 

_“When you wish upon a star, makes no difference who you are, anything your heart desires will come to you.”_ Harold gently sang as Heidi leaned in to him and George gradually joined in with him. _“If your heart is in your dream, no request is too extreme, when you wish upon a star as dreamers do.”_

_“Fate is kind, she brings to those to love the sweet fulfillment of their secret longing.”_ In that moment, both boys silently thought of what they longed for–simple joys, far off futures, and things that they once had but could never regain. 

_“Like a bolt out of the blue, fate steps in and sees you though. When you wish upon a star, your dreams come true.”_ Both boys’ voices matched in perfect harmony as Heidi’s eyelids began to droop. 

“Feeling better?” Harold asked and Heidi nodded. “Someday, George and I will leave this place and we’ll take you with us. We’ll make comic books for a living and we’ll all live in a nice big house where we can do whatever we want. We can have all the junk food we want, not have to do any homework, and there won’t be any mean grown ups who let us down.” 

Heidi smiled before she looked at the window where all the stars were. “If I wanted to wish upon a star... I think I’d want Captain Underpants to come to life.” She beamed. “Then we’d have a superhero for real.” 

The boys giggled. “That’s what you’d wish for?” George asked. “Not a new doll or a fancy house?” 

Heidi bounced on the mattress a little as she explained “Ms. Harris could be a scary monster he’d defeat and then we’d have someone better to come and save us. He’d take us wherever we wanted to go and fight off all the bad guys for us.” 

“All of that would be great for a comic!” Harold admitted as Heidi’s eyelids began to close. He took that as a cue to get up, as did George who shot off the bed and heading to the window. Harold pulled the sheets to the side as Heidi slipped into bed. 

“Night.” Heidi yawned and drifted to sleep. 

“Night.” Harold pulled the sheets over his sister as George stared out at the night sky beyond the window. Under the window and on the night stand between the beds were two pictures that depicted both boys’ respective families. One showed a woman with an arm around Harold and Heidi as they all hung out at a fair–they all had the same curly hair and huge smiles. Another showed George and his parents, with each one having a hand on his shoulders as they all smiled for a simple family picture, with George’s huge smile beating out his parents’ own smiles. 

“Harold, there actually is a huge star out there.” George noticed. 

Harold stood beside his best friend who pointed at a distant twinkling light that seemed to shine rather brightly compared to the other stars in the dark blue sky. “Whoah, you’re right!” Harold agreed. “Heh, what a coincidence.” He had a faint smile as George thought of what happened earlier. 

“Hey, she didn’t know.” George tried to explain. “Your... I mean he wasn’t named ‘Benjamin’ so there wasn’t anything wrong about it.” 

“I know, but...” Harold frowned. “He’d never come get us and I don’t want him to. He left us and for what? At least your dad was there.” 

“Yeah, and if he hadn’t joined the army...” George’s mind wandered as he tried to not think of his own family. “Now I’m thinking about that song. If we could wish upon a star and it came true, we could have anything we’d ever want! All the comic books and toys! No more homework and longer recesses!” 

“A dolphin.” Harold dreamily added. 

“But I guess it would be funny if Captain Underpants was real.” George admitted as he turned to look at the puppet. Though his face was joyful, there was still a lifelessness to it that made him seem incomplete. “If we could have at least one adult in our lives that could always be there for us when we needed it, it’d be cool if it was a superhero.” 

“Yeah, and Edith is already so busy that she can’t always be there.” Harold agreed. “If we could have someone who’d stick with us and not go away–who’d be nice and let us just be kids–that’d be great.” He clasped his hands together in prayer. 

“You’re really going to do it?” George was surprised. 

“Eh, who knows, but worth a shot.” Harold shrugged as George copied him. 

“Hey big twinkling star in the sky? It’s us–George and Harold.” Harold began. “We both have a wish–and you’ll find it _really_ weird. And I know we don’t pay that much attention in school and do a lot of pranks, but just hear us out. We’d like it if Captain Underpants were real.” 

“Yeah, that’d be so awesome and hilarious!” George agreed as he addressed the star which seemed to shine a little brighter. “A lot of the kids would love it! And we’d have an adult whose actually cool and would help us out!” 

“Yeah, we don’t have enough good adults around here!” Harold added. “So... we wish for Captain Underpants to be real.” 

“Yeah, we wish for him to be real.” George added. 

Both boys stared up at the beautiful, bright star in a long, peaceful silence. 

“Eh, it was worth a shot.” Harold shrugged as he headed to the bunk bed he shared with George. “Maybe we weren’t specific enough.” 

“But still, that would have been crazy if it did happen.” George admitted as he climbed up the ladder to the top bunk. “You know, maybe we could use stars for another comic. At least we can get something out of this.” 

“You’re right.” Harold agreed as he got in bed. “Night George.” 

“Night Harold.” George replied as he also got into bed. 

Gradually the boys drifted off to sleep. For them, it was another night with nothing else to do but dream and wait for morning. The only difference was that one song and Harold’s sister prompted them to make a silly, yet still somewhat hopeful wish on the biggest star in the night sky. 

**Notes for the Chapter:**

> The scene with the kids playing with the puppet and Harold singing to his sister were my favorite scenes to write out here. Like, oh my gosh its so fluffy and adorable. Its the kind of thing that’s good for the soul. ^_^  
> Fun fact–Dr. Seuss wrote ‘Horton hatches the egg’ in the early forties and a cartoon short was made in 1942 (and was apparently the earliest Dr. Seuss cartoon ever made). I had to include it in the fic when I found out. He was actually involved with making propaganda comics during WWII but he came to deeply regret doing some of them later in life because of their content.  
> ‘I can’t believe you’re in love with me’ is worth giving a listen because my GOD does that sound like an egg casserole sort of song. Of course there were many other covers of the song done besides Armstrong's take.  
> Even though “When you wish upon a star” is so connected to Disney that it’s its overall theme song, the original version of the song has this beautiful, wonderful charm to it that it was impossible to resist using it. (Ironic how Dreamworks Animation has its own signature theme song at the start of each of its films and the boys are first heard singing it in the CU film.)  
> It might take a little longer for the next chapter to come. Until then, stay safe and take it easy.


	3. New Soul

**Notes for the Chapter:**

> Spoilers for season 2 of TetoCU, but I’m sure you all saw it by now. There’s some alcohol in this chapter... but not to the extent that we will see later.  
> Also, I’m trying to keep in mind that when I write CU fics that most of the readers will automatically think of the traditional art style, which is why I try to avoid being specific about how many fingers a person has or how their eyes might look.

The residents of the orphanage gradually fell asleep until everything was dead quiet. All the lights were out, everyone was in bed–it was a fairly normal night. 

Both George and Harold were not entirely asleep just yet. One boy was planning out another comic book story in his head while another imagined what it would be like to have a pet dolphin for the umpteenth time. It was a normal thing for both of them to do. 

It was because they weren’t asleep that they heard the window quietly open. This was not a normal event. 

“Hmm?” George turned his head and opened his eyes and Harold did the same. Both were surprised to see that the window was open and the chilly autumn air was flowing into the room. 

“George, we didn’t open that window, did we?” Harold asked as George crawled out of bed and crawled down the ladder. 

“No we didn’t.” George was mystified. 

“You don’t think it’s a thief?” Harold began to panic. 

“It’s too high up for anyone to get in.” George walked over to the window and was about to close it when he saw a light in the night sky. 

It wasn’t any regular light–not from a street light or a star. It was a glowing blue and white light and it was shooting like a comet towards the bedroom window. 

George yelped and quickly shot away from the window and jumped onto Harold’s bed away from the light’s most likely destination. “George, what did you–?” Harold asked, but that was when the light came into the room, causing him to stop talking. Both boys stared at the light as many thoughts ran through their head, like what if this was all a dream or someone was trying to play a prank on them out of revenge? 

The light let out a flash and then as it disappeared, something else gradually took its place until it was revealed to be a tall and rather stunningly beautiful woman. 

She wore an elegant outfit composed of different shades of blue. The massive afro of dark hair on her head had a few diamond shaped sapphires attached to it and which sparkled like star bursts. Her face was that of someone who was sensible and wise, but also kind and maybe a little mischievous. But what really caught the boys attention, made them stay absolutely quiet, and made them sure that they were in a dream, was that she had large blue wings that came out of her back. 

_‘No way.’_ Harold mouthed as he and George gave each other a stunned look. The woman was an honest to goodness fairy! She didn’t look like the kind that they had seen in books, but she was still a fairy! 

The fairy looked to her left to see Heidi deep asleep in her bed as the boys slowly sank into the bed that they were on in an attempt to stay out of her sight. She reached out and gently brushed the girl’s hair from her face and smiled when Heidi murmured something in her sleep and tightened the blankets over herself. 

She then looked over to her right and by then the boys already pretended that they were laying in bed with their eyes shut. She raised an eyebrow at the sight of the two sleeping on the same bed, but made no other reaction to it. 

She then noticed the puppet and walked towards ‘him.’ George and Harold opened their eyes and watched as she took out a slender silver stick from her sleeve, and they both instantly knew what it was. They had read enough to know full well that it was some sort of magical wand. 

The fairy knelt beside ‘Captain Underpants’ and examined ‘him.’ “Well, you certainly are an interesting one, aren’t you?” She reached out to hold ‘his’ cheek and examined the painted face. She could already feel so much from the puppet, from its creation to the happiness that it gave to the children and its creators in this building. “I’m very curious to see how this will turn out.” 

She stood up and backed away a few steps before she held her wand out. George and Harold watched as she chanted something under her breath and then to their shock, the puppet began to glow with a white light that completely covered him up. 

“What is she doing?!” George hissed as the two began to panic. They didn’t know what the fairy was doing, but the puppet was still no different from one of their own comics and both were concerned about the puppet’s safety. However while George wanted to see what would happen, Harold had a different reaction. 

“HEY LADY!” Harold shouted, just as the fairy finished her spell and her chanting while George groaned. 

The fairy nearly jumped out of her skin and turned around. 

“You both were–?” Her jaw dropped as Harold hurried over to the other end of the room and flipped on the light. 

“What are you doing to him?” Harold demanded as George got up and joined him. 

“Yeah and who are you?” George asked. Before the fairy could answer them, there was a strange clacking sound behind her–exactly where their puppet was. She backed away and looked behind her, granting the boys a very shocking sight. 

The puppet was moving completely on his own. 

He was moving his arms and his hands and he stared at his fingers before he experimentally wiggled them. There was no hidden puppeteer or pull of the strings to make him do any of those actions, especially not in the fingers. 

However, that was not the only change that completely caught the boys off guard–the painted features had changed and became so near realistic that his face was almost that of an actual person and not a child’s depiction of a face. The once painted wide grin was now an actual mouth that formed a small ‘o’ of surprise, the eyebrows seemed to arch up in equal surprise, and the simple black lines for eyes were now more human-like and shone with all the emotion of one who was trying to make sense of what was happening. 

“Can you get up?” The fairy asked and held out a hand for him. The puppet’s eyes stared at her in awe before he reached out and took it. But then he leapt right up onto his feet and nearly pulled the fairy down in the process in a comical fashion but she stayed her ground with a smile on her face. He then let go of her, struck a pose, and with one finger in the air sang out a booming– 

_“TRA-LA-LAA!”_

The fairy let out a laugh. “I take it you’re already doing just fine with being alive, Captain.” 

“I am!” He threw his arms out as he spoke in a deep, over the top voice filled with excitement and warmth. “I feel like I could yell at the top of my lungs! I feel like I can take on hundreds of nefarious evil-doers! I feel–!” That was when he finally noticed the two boys staring wide eyed at him. 

“Oh hi, who are you?!” The puppet that George and Harold turned into Captain Underpants beamed and waved at them as if nothing out of the ordinary happened. Both boys jaws had dropped so wide that they could of broke through the floor. 

“Y...you’re actually–” George squeaked and pointed. 

“Captain Underpants is alive.” Harold stammered. 

There was a long silence. 

Then commenced the screaming. 

“AAAAAAAAHHHHHH!” George and Harold screamed and held each other for dear life. 

“AAAAAAAAHHHHHH!” The startled Captain Underpants screamed right back and tried to step away, only to trip over the strings that were still attached to his body and he crashed onto the ground. 

_I am so glad I had the foresight to sound proof this room._ The fairy thought while Heidi blissfully slept through the whole thing. “BOYS!” She commanded and placed her hands on their shoulders, which made them stop. “Alright George and Harold, I know you must have a lot of questions right now–” 

“WHY IS CAPTAIN UNDERPANTS ALIVE?!” Harold threw a hand out at the puppet who watched on and didn’t know what to do. 

“WHO ARE YOU?!” George demanded. 

“I am known as the Blue Fairy, but you boys can just call me Erica.” 

“Wait, how do you know our names?” George demanded. 

“Well, you have a bit of a reputation among the children I’ve seen, what with your pranks and your comics.” Erica admitted as Captain Underpants tried to get back up and walk, only to stumble and fall over. “But you also brought laughter and happiness to those who needed it. Especially in times like these. So I thought that perhaps I’d humor you as a reward and grant the wish you made on the star.” 

“The wish on the star?” Harold and George shared a confused look as the former spoke before it hit them. 

“Wait–wishing on the star–we were actually heard?!” George asked. 

“You certainly were.” Erica smiled. 

Now at this point, no one was paying any actual attention to Captain Underpants, who was taking everything in as he finally got back up on his feet. He then noticed the still opened window and went over to lean out and look at the outside world. 

“Oh we got to be dreaming this!” Harold grabbed his hair as Captain Underpants leaned out until he was dangerously too far out the window. “There’s no way this is happening!” 

“Yeah, I can’t believe any of this either!” George shook his head. “Our wish actually came true and now our puppet is alive and moving around our–!” 

At that exact moment, Captain Underpants leaned too far out the window and he let out a yelp as he fell head first towards the ground, which alerted the boys who quickly turned around to see what happened. 

“Did he just–?!” George asked before they both ran over to the window and looked down to see Captain Underpants laying face first on the ground. 

“We got to get him back inside before anyone sees him!” Harold grabbed his shoes and hurried out of the room while George followed suit. Both of them completely forgot that Erica was still there. 

“Hmm... I guess I should have seen that coming.” Erica shrugged. 

***** 

The fall did not hurt Captain Underpants, who merely pushed himself off the ground as if nothing happened. He took in the night sky, the trees, the buildings across the street, and the street lights in the main part of town a good distance away. 

“Oh what’s over there?” He asked. “Perhaps there is danger afoot for me to look out for!” He eagerly exclaimed and proceeded to get up and run as fast as he could towards the lights. All the while the strings and paddles were still attached to his body and flew in the air behind him. 

George and Harold managed to get out of the building and when they saw that the puppet was already running towards town, panic set in. Oh no–wait!” Harold protested as he and George chased after Captain Underpants, who didn’t seem seem to bother and continued on his way. 

Captain Underpants was in complete awe of his new surroundings. He had seen many interesting cities during his career as a hero (or so the made up memories in his head told him), but never one like this! The buildings were not as large and it wasn’t as gray, and he couldn’t recall seeing so much detail! Yet the town wasn’t as busy in the later hours of the night, which allowed him to run right in the middle of the roads. 

However, there actually were some people still in town and when they saw him running by, they just stared in complete shock. He was going so fast that they didn’t even notice that he wasn’t actually a human. They only thought that they were seeing a man running around in just his underwear and some sort of cape around his neck. 

“Do not worry citizens, I am here to protect your lovely town!” He innocently waved as an oncoming car honked and sharply turned out of the way as fast as it could. The second time though, he wasn’t as lucky–he wasn’t looking when a taxi came out of nowhere and rammed right into him. 

“WHAT THE HECK?!” The driver screamed as Captain Underpants went flying and crashed into the ground. 

Poor George and Harold saw the whole thing and stopped when it happened. 

“Did that car just–?!” George freaked out as Harold grabbed his hair in terror. 

“HA!” Captain Underpants leapt up onto his feet. “I’M ALRIGHT! NO CAR CAN STOP ME!” He cheerfully cried out and ran off, much to the equal horror and bewilderment of everyone who saw, including the driver. 

“Oh come on!” George and Harold then had to chase after their creation once more. 

When they finally got close enough, both boys reached for the paddles that flew behind the ‘superhero.’ “STOP!” Harold pleaded before they finally grabbed them. 

“STOP!” George pulled the paddle and all the strings attached to it back as hard as he could while Harold did the same. 

Unfortunately for them, Captain Underpants did not stop and the pull on the strings only made all of them snap completely off of his body. Both the boys were forcibly knocked to the ground with only the paddles and strings in their grasp, but no puppet. 

“Oh great.” George groaned as both he and Harold quickly got back up and ditched the objects as they went after their creation. 

“Oh?!” Captain Underpants heard music playing in one of the buildings and he ran into it. 

In the building, there was a farewell party, complete with dancing and a small band. A banner with the words ‘GOOD LUCK OVERSEAS SOLDIERS!’ was hung on the wall as five soldiers danced with their partners and enjoyed their last night of fun before being shipped off to the war. 

“Hey this looks like fun!” Captain Underpants exclaimed after he barged in. A nearby woman took one good look at him and spat her champagne out. 

“GET BACK HERE!” Harold yelled at Captain Underpants as he and George headed towards the room. The puppet noticed, but he chose to run through the room and knocked many people over in the process as he headed for the opposite door. 

“Sorry! Pardon us!” George apologized as he and Harold ran through the room to the increasing confusion of those who managed to notice the chase. 

“Hey, I might of had a bit too much champagne, but did I just see two kids running after a wooden man dressed in a curtain and underwear?” A soldier asked his friend. 

“No, I saw it too.” The friend stared at his own drink. “But man, I think I want some more of whatever this is!” 

Captain Underpants laughed as he ran out of the building, but he passed a man who was waiting for a taxi with two suitcases by his side. He had a long coat and hat tilted over one eye and was so deep in a book that didn’t notice the puppet. When he heard George and Harold run out and yell out “PLEASE STOP!” he looked up from his book to reveal a glasses covered face and instead of a right eye, there was some sort of metal ring with a yellow orb that narrowed at the sight of the two boys and what he thought was a man wearing an odd cape. 

He felt a buzzing in his jacket pocket, and pulled out a radio like device with a screen and a few small lights on it. One of the lights was flashing red at a quick place, but it began to slow the pace as the light gradually changed from red to orange. He looked up in confusion as the two boys and the strange man continued running down the street.

“Hey lady!” A rude man standing by some trash bags yelled at a couple. “Go take your kimono and go back to Japan!” The boyfriend glared at the man as he tightened his hold around the young woman. He was about to say something right back when Captain Underpants came right out of nowhere and noticed what was happening. 

“Is this man bothering you Miss?” Captain Underpants asked. When the woman nodded, he suddenly punched the rude man so hard in the face that he fell into the trash. 

“You’re welcome!” Captain Underpants waved at the amazed couple and ran off. 

“YEAH THAT’S WHAT YOU GET!” The boyfriend snapped at the rude man as George and Harold ran past them. 

Captain Underpants then came upon the outdoor area of a restaurant that was closing for the night, but the staff had yet to finish cleaning the outside. He came to a stop when he noticed that one of the tables still had a candle with a flame on it. 

“Oh how pretty!” He stopped at it and admired the flame. 

A second later, the boys finally spotted him and the moment they saw what he was looking at, they instantly knew what was going to happen next. 

“No, no, no, no, no!” Harold pleaded as he and George doubled their pace, but it was too late–Captain Underpants put his hand over the flame. He watched as it made contact with the glove covered hand and lifted it up to watch as the small flame began to burn the cloth on one finger. However he did not feel it when the flame started to touch the wood, for he was unable to physically feel anything. 

“CAPTAIN UNDERPANTS, NO!” Harold screamed, which made Captain Underpants look up. 

“Hang on!” George spotted a half empty cup of water. He quickly grabbed it when it was in reach and just as the flame began to get bigger, he grabbed a startled Captain Underpants’ hand and shoved it as hard as he could into the cup. Fortunately for the boys, the water instantly put out the fire. 

“Aw, I wanted to see what it would do!” The oblivious puppet whined. 

“It was going to burn you!” Harold yelled. 

“How did you not feel it?!” George also yelled. 

“Feel what?” Captain Underpants innocently asked. 

“The fire burning you! It should of hurt! You should of been in pain!” 

“Actually getting hit by a car should of hurt you!” George pointed out. 

“What do you mean by ‘getting hurt?’” Captain Underpants asked. “Only the bad guys get hurt.” 

Both boys slapped their faces. 

“He can’t be this stupid, can he?” George asked. “We didn’t make him stupid in the comics on purpose!” 

“I guess if you were literally born an hour ago, then maybe?” Harold wondered. 

“Anyway, you can’t touch fire because you’re made of wood and if it burns you, you’ll be a goner!” George pointed out. 

“What do you mean? Of course I’m not!” Captain Underpants laughed, prompting Harold to yank his shirt sleeve up and expose his arm. 

“Look at my arm.” Harold told him, pointed to his own elbow, and hit his knuckles against his wrist. “Now look at yours!” He lifted the puppet’s arm and showed him where the joint in the elbow was very much visible. He then hit Captain Underpants’ wrist, but this time there was a sound similar to knocking on a door. “Do you get it now?” 

“Ooooooooooohhhhhh.” Captain Underpants frowned. “But that’s not right. I’m not supposed to be made of wood.” 

“Are you three done with your little midnight adventure?” They all looked up to see the blue fairy standing before them with a somewhat amused look. “Because I still have more to talk about with you.” 

“Actually, we would like to hear it because we have some questions.” George shot Captain Underpants an annoyed look. 

***** 

After bringing them all back into the orphanage, Erica had to explain some things for all three of them. 

“When we wished for him to be real, we didn’t exactly mean–” Harold gestured to the puppet. 

“You both weren’t being exact enough with your words, and I can’t just magic something into existence that easily.” Erica explained. “This was the closest I could do. Captain Underpants was already infused with the happiness he gave you both as well as the other children. Combined with all of the comics you both created, that was enough to create a proper soul and make him alive. But without enough to work with or add onto, its still the equivalent of a child’s soul that I had to give him.” 

“So in other words, he’s delusional because for some reason we weren’t being specific enough to you.” George bluntly replied. 

“Well... yeah, I’m not sugar coating it, but there’s also more to it.’” She looked at Captain Underpants who had no clue what she was saying and lost interest within seconds. 

“But he’s still not _real_ real.” Harold pointed to Captain Underpants. 

“Yeah, I know I’m not supposed to be made of wood.” Captain Underpants admitted. 

“Sometimes what you wish for might not be best in the long run.” Erica warned. “And given how unpredictable the outcomes of your wish was going to be, I couldn’t just make him an actual living human. Considering what I just saw, he’s lucky that he wasn’t flesh and bone back there. I can’t even guarantee that whatever happens in the future will be to your liking. You might be better off having him around for a week or even just a few days before I undo the spell.” 

“Undo the spell?!” Harold yelped. 

“You’re going to ‘un-alive’ him?!” George panicked. “Wait, don’t do that to him! That’s messed up!” 

“Wait, ‘un-alive?’” Captain Underpants asked. “What do mean–?” 

“I undo the spell, you cease to exist–basically you die and it will be like you were never here to begin with.” Erica bluntly answered. 

“You’re going to ‘un-alive’ me?!” Captain Underpants suddenly panicked as he at least knew enough to understand what ‘die’ meant. 

“Like I said, I don’t think all the outcomes of the wish will be favorable, especially for you.” Erica admitted “But there’s a way you still can change my mind and avoid that. In order make George and Harold’s wish completely true is going to entirely depend on you, Captain Underpants. If you want to become an actual living, breathing person with a pulse and a heart, you need to prove it. And it _will_ take some work.” 

“Alright, how then?” George asked. 

“Yeah.” Harold added. “What does he need to do?” 

“Well, there’s being truthful, brave, and unselfish.” She began. “Knowing right from wrong and choosing to do the right thing. Being able to take on responsibility where it matters. Proving that he can have a place in this world.” She smiled “It shouldn’t be too hard, right?” 

There was an awkward silence. 

The boys gave each other uneasy looks before looking at a very interested Captain Underpants who smiled in relief. 

“Uh... maybe?” George asked. 

“It’s alright, I trust you’ll both help him out. You already have been on top of that.” Erica laughed before she backed away. “But know that I’ll be keeping an eye on things.” She waved as she started to fade away. “And as the saying goes–always let your conscience be your guide.” 

“Wait a minute!” Harold protested, but the fairy completely faded away and turned into an orb of light that went out of the window and left them all behind. 

There was a long pause. 

“I only understood half of what she said.” Captain Underpants spoke up. “Could you guys explain it to me?” 

George and Harold groaned and slapped their faces. “We’re not going to enjoy this, are we?” George asked. 

“Well... it shouldn’t be as bad as tonight, right?” Harold was somewhat hopeful. 

“Yeah,” George reluctantly nodded. “I mean, what could go wr–?” 

“Oh that’s right, I forgot!” Captain Underpants suddenly laughed and slapped his face. “You seem to know my name, but I didn’t ask for your names! Seeing as I’m going to be while you for awhile, I should know, right?” 

“Uh,” They looked at each other–they didn’t think he would actually care to know after trying to get away from them. “Well I’m George.” George answered. 

“And I’m Harold.” Harold also answered. 

“Well it’s a pleasure to meet you, George and Harold!” Captain Underpants smiled and saluted. 

**Notes for the Chapter:**

> I was debating on how to do CU’s character at the start of this AU. I opted for trying a middle ground of something closer to how he acts in the CU movie, where its someone who already has an idea of who they are but still has that ‘just born yesterday’ mentality. (And I think that’ll work better for later).  
> Also apparently the original Pinocchio novel did have something in common with CU–run out and go nuts while unintentionally giving your creator(s) a hard time. Because the original Pinocchio was actually a huge jerk.


	4. First day out

**Notes for the Chapter:**

> There was a way I could have both Melvin and Melvinborg in this story without time travel stuff. And hopefully I will have appeased the Melvinborg fans.   
> I was going to make this one huge chapter, but I decided to cut it in half or it would have been too long.

The boys had almost completely forgotten the events of the previous night though the slight exhaustion over it was still present and made them reluctant to get up. When they finally woke up to see their puppet fully alive and innocently staring at them from across the room, it was almost no different than waking up to see a bull in your bedroom ready to attack you on the spot. 

“Good morning!” Captain Underpants cheerfully waved while sitting cross legged on the floor as the situation for the boys sank in. 

“Oh no.” George paled. 

“It wasn’t a dream.” Harold gulped. 

“So what will we do today?” The puppet asked. “Patrol the streets for crime?” 

“Oh this is bad.” George groaned as he rejoined Harold after getting down from the bed. “We really didn’t think this through–we can’t let anyone know he’s here and alive! And if Harris finds out, she’ll kick him out!” He recalled when the kids tried to sneak in a dog and it only lasted for one day because they couldn’t keep her quiet. This was going to be _much_ worse. 

“Maybe we could sneak breakfast in here and figure things out.” Harold offered before addressing Captain Underpants. “Hey Captain? We’ll be back in a few minutes but you have to stay put. Don’t go out of the room and please don’t go out the window again. We’ll discuss what to do later.” 

“Yeah, you actually shouldn’t be here, so you need to stay in this room and stay quiet!” George added. “Or just don’t talk at all!” 

“Got it!” Captain Underpants saluted. The somewhat reassured boys nodded, went out the room, and closed the door behind them. 

“Hmm...” Captain Underpants looked around the room when he noticed movement from one of the beds. He watched as a small, adorable young girl of five or six and who looked an awful lot like Harold pushed the covers away and stretched her arms. She rubbed her eyes and promptly froze when she saw him. 

Having no idea what else to do, he waved and said “Hi!” 

Heidi could hardly believe her eyes–not only was the puppet alive, but his face was a lot more life-like. “Captain Underpants?” She hesitantly asked. 

“That’s right!” He beamed. “Who else could it be? Unless of course there’s another with my name, which I highly doubt.” 

Heidi’s eyes widened before a huge smile broke across her face. 

Downstairs, the boys were in the dining room where some kids already had their breakfast or were in the process of getting it as Edith helped them out. They were about to help themselves when George remembered something very, very, _very_ important that they completely forgot about. 

“Harold, was Heidi still in bed when we left?” He asked. 

Harold felt his stomach drop and whispered a very adult curse word under his breath. 

The boys sped out of the room, back up the stairs, back to their room and darted inside. Sure enough–to their great horror–Heidi was still in the room, fully awake, and happily talking to Captain Underpants. 

“–Yeah, my brother and George put you together!” She was practically bouncing on her bed as she excitedly chatted away while Captain Underpants gave her his full attention. “They like making all kinds of comics, but–Harold! George!” She noticed the two and her smile widened while looking as if Christmas came early for her. “You actually brought him to life! How did you do it?! Did you wish on the star–?!” 

“SHH!” Harold ran over to Heidi and covered her mouth as George quickly shut the door behind them. 

“What are you doing?!” Heidi pushed his hand away. “This is amazing! Everyone’s going to love this! We have to bring him down and–!” 

“Heidi listen!” Harold grabbed her shoulders and looked her in the eye. “Yes, we did bring him to life! But we can’t let anyone else know! If Harris found out, she’d flip and kick him out and we can’t have that!” 

“Who?” Captain Underpants asked. 

“The lady in charge of the orphanage, but she’s mean and lazy!” Heidi whined. 

“Yeah, and you can’t just attack her or anything like that!” George quickly cut in. “You cannot let her see you! In fact, you can’t let anyone else see you while you are here!” 

“Why not?” Captain Underpants asked. 

“Because you’re a–look, if anyone else sees you like you are now, they’ll freak out and bad people could take you away and and lock you up and try to experiment on you. And if you want to be real, you have to listen to what we say!” 

“Oh,” 

“We need to think of something and fast.” Harold told George. 

***** 

The last thing Melvin expected that morning was to discover that his oldest cousin had stopped by the Sneedly residence in the middle of the night. He hurried into one of the family’s at-home laboratories and sure enough the tall man in glasses was jotting down notes as he stared at a container of green glowing particles that occasionally let out a spark of electricity. 

“M.B., what are you doing here?” He raised an eyebrow. 

One first glance, M.B. Sneedly was a handsome man in his late twenties to early thirties who reflected an image of what Melvin himself might grow to be. When he turned his head to look at the boy, there was a ring of metal and some sort of yellow light where his right eye should of been and his right hand was completely made of metal. They were the only visible reminders of an accident that forced him to replace what he had lost with mechanical parts. To many who noticed these oddities, it was rather off-putting, but the man could care less about what they thought. 

“I need a break from working for the government.” M.B. told the boy. “Half of what they are paying me to do is boring child’s play. An old colleague of mine wants me to help him out with something far more interesting–and no, I can’t tell you right away.” He added before the boy could ask. “I’m going to be here for a week, so I won’t take over this lab for too long.” He then noticed two creations tucked in the corner of the lab. “Your’s?” He pointed at them. 

“As a matter of fact they are!” Melvin smirked and gestured to the two robots–one resembled a red fox and the other resembled a grey cat. “I call them the VULPINE-2000 and FELINE-3000. It took me a lot longer to get them to listen to me than it did to make them.” 

“Impressive.” M.B. smirked. “I bet you’ve blown the minds of your lesser intelligent classmates with your inventions.” 

Melvin rolled his eyes. “They care more about George and Harold and their childish pranks and immature comics. The others wouldn’t know ‘achievement’ if it hit them in the face like a baseball.” It still baffled him that, no matter how much trouble the boys caused or got into, they never gave up their annoying antics and that the other kids held them in high regard. He wished that someday he could just hurt them where it counted the most and wipe those stupid smiles off their faces for good. 

“Apparently the world isn’t as ready for scientific advancement, despite how much they want their lives to be easier.” M.B. thought about the previous night. “Hey, you didn’t make any robots that look human, did you?” Before Melvin could ask, M.B. pulled a face and let out a sneeze. As if it triggered something, Melvin let out a sneeze of his own right after him. 

“Did–?” M.B. looked around and sure enough Danderella–the family’s old pet cat–snuck in and was laying on the ground by a cabinet. “GET OUT!” He snapped at the startled cat, who got up and waddled out as fast as she could while the two let out another sneeze. 

“Ugh, why does Aunt and Uncle insist on keeping that allergy causing fleabag?” M.B. rubbed his nose. “Especially since our allergies run in the family!” 

**** 

“We can’t just keep him in here the whole time!” Harold protested. 

“Yeah, but you saw what happened last night!” George pointed out. “He’ll go nuts out there and I’m pretty sure a lot of people saw him!” 

They both looked back to see Heidi still happily chatting away with Captain Underpants. Unlike George and Harold, she didn’t see any problems with the situation and talked about whatever she could with the ‘superhero’ who took an instant liking to the small child. For now he seemed to be content, but they knew he’d eventually act up and try to escape again. 

“We need to disguise him.” Harold decided. “Something that’ll really hide the fact that he’s not human.” 

“We already spent money getting the supplies to make him.” George pointed out. “Getting an entire outfit is too pricy and we can’t get full access to what our parents left behind for us until we’re older. And most of that is supposed to pay for college later.” 

“Well it’s not like someone’s going to drop the solution on us.” 

They heard a familiar honking noise outside the window. They looked out to see a truck outside the orphanage. 

“Wait... is that the–?” George wondered. 

“Heidi, keep him in here!” Harold commanded his sister as they both ran out of the room and hurried down the stairs. 

“Any of these kids need any hand-me downs before I take this all to the Salvation Army?” The driver asked Harris at the door–it wasn’t the first time he brought the used or donated clothes to the orphanage. “A lot of these might fit them, but there’s also adult stuff that could be altered up a bit. Not to mention most of what we get are from soldiers who don’t come back and will never wear them again.” 

“If it’ll save me money.” Harris shrugged. 

“Excuse us, but can we take a look?” Harold quickly asked as he and George butted in. 

“First dibs and all!” George added. 

“Knock yourself out.” The driver gestured to the truck. 

Both boys rushed to the truck and looked at the boxes. Sure enough there were all sorts of clothes, but most importantly there were adult clothes. The boys wasted no time getting in the back of the truck and going through it all. 

“Come on, come on, come on–YES!” Harold whooped when he pulled out a few button up long sleeved shirts that were so large that it might as well have been like wearing a literal tent for someone his size. “Now how about–?” 

“Hang on he’s closer to my dad’s size.” George frantically dug through the pants and tried to find the right size number. “Got them!” He whooped when he found two pairs of the right size. 

“Ok, and I see shoes!” Harold grabbed the largest pair he could find. He sighed in relief “I think that’s good enough.” 

“Man, if this were a story, this would be one heck of a weird deus ex machina, even for us!” George laughed as Harold noticed a faded lilac dress and snatched that up. Then George noticed something that made him stop laughing. 

“What?” Harold asked and turned his head to see George pick up an unexpected item. The boy pulled a slightly disgusted face as he held what at first appeared to be a dead spider but was in fact a dark-almost black-toupee with coarse hair that seemed to spray out in different directions. 

“Ugh.” Harold pulled a face until he saw what George was thinking. “Wait, you aren’t serious are you?!” 

“We got to make absolutely sure no one will recognize him. Besides, I heard wigs cost a lot and I don’t see any hats.” 

The boys hid their findings in the shirts and after a half hearted “Thanks!” to the driver, they hurried back inside while the other kids hurried out to see what they could get. It was a good thing they searched first while they still could because the kids tore through the clothes in the truck when they reached it, much to the driver’s annoyance. 

“Ok, we’re back.” George and Harold came back into the room with their new findings and saw that Heidi and Captain Underpants were still in the bedroom. “Did you make sure he didn’t leave the room, Heidi?” George asked. 

“Yup!” Heidi nodded. “We played games!” 

“And she kept winning!” Captain Underpants added. 

“Good job.” Harold pulled out the lilac dress. “If we do some alterations to this, you might be able to get a dress out of this. Consider it a little ‘thank you’ gift.” 

“Really?” Heidi went over to look at the shirt and smiled. “Thank you Harold!” She gave him a huge hug as Captain Underpants watched on with a smile. 

**** 

“Do I have to wear clothes?” Captain Underpants whined after the boys managed to sneak him out of the building and took him into the town. The clothes were the right size, but somehow they still looked slightly too small on him since the body shape underneath it wasn’t natural, and the toupee was lazily hanging on one side of the head that it barely covered. However there was no indication that he was a puppet–everything was completely covered up and the buttons on his shirt were done to the neck, even if he clearly hated every second of it. 

“Yes because normal people wear clothes and if you don’t, they’ll know you are a puppet.” Harold groaned. “We told you already, remember? We don’t want everyone to freak out or take you to a lab.” 

“But I don’t wanna!” He was now sounding like a little kid with each passing second. 

“Think of it this way,” George tried a different approach. “Superheroes have to wear something different to be in disguise so the bad guys can’t recognize them. If you have one on, then no bad guys will get the jump on you.” 

“Can’t I at least take these off?” He waved the glove covered hands at the boys. 

“If your hands don’t look like ours, then no.” George showed his own hands for emphasis. “When we get back, you can take off whatever you don’t want to wear.” 

“Alright.” Captain reluctantly gave in. “Why isn’t Heidi with us?” 

“Because we can’t keep our eyes on the both of you and we need to give her a break.” Harold told him. “We still need to figure out what to do with you.” 

They had no clue what to do but just show him around the town. To Captain Underpants, it was something else to be seeing the town so full of people and seeing more stores open during the day. He was in more awe than before and he wanted to take in everything. 

“Oh what’s that?” He saw someone playing a piano outside a music store. Before the boys could do anything, he ran over to watch the person play. “I want to try!” He smiled before he interrupted their playing by randomly pounding at the keys with his fingers. 

“Sorry!” George grabbed Captain Underpants’ arm, pulled him away, and shot the confused pianist and apologetic look. “We better get–” 

“Hey, they’re going to play that Florence Foster Jenkins record!” Someone in the store hollered. 

“You mean the lady with the bad singing?!” Someone else in the store hollered to them. 

The boys felt very curious in that moment. “Bad singing?” Harold wondered. They promptly went into the store with Captain Underpants in tow. 

Five minutes later they went out laughing after having to endure a hilarious disgrace to the art of singing. “That was so painful!” Harold laughed. 

“Yeah, I thought that was a squirrel dying and not a woman singing!” George also laughed while still holding onto Captain Underpants. 

“I don’t know, the song was pretty catchy!” Captain Underpants admitted before he attempted to sing the same song. He only managed three notes before the boys quickly pleaded “No don’t!” 

“Aww.” He pouted. 

“MY CAT!” They looked to see an old woman reach out for a cat that was up in a tree and seemed to be just fine being up there. “MITTENS! MITTENS GET DOWN!” 

“Ah, someone needs help!” Captain Underpants exclaimed and before the boys could stop him, he pulled out of their grasp and ran across the street. 

“I can help you lady!” He called out as soon as he came upon the woman. 

“Oh thank you, I–WAIT!” To George and Harold’s horror, Captain Underpants tossed the woman right into the tree. 

“You’re welcome!” Captain Underpants saluted. 

“What are you doing?!” George yelled as he and Harold hurried towards him. “Get her down!” 

“You’re supposed to get the cat out of the tree!” Harold explained. 

“Well why didn’t you say so?” Captain Underpants asked. 

Moments later the woman angrily walked away with her cat in her arms and leaves in her hair and on her dress. 

“Ok, now that we got that out of the way–” George began. 

“Hey do you need help with that?” Captain Underpants saw a man try to carry a large vase across the crosswalk and went over to help him. 

“NO!” Harold panicked, but the puppet already grabbed it and hurried across the crosswalk. The boys had to make a run for it before Captain Underpants completed the journey on the other side and they quickly stopped him when he miraculously made it with the vase still intact. 

“Ok, now just gently set it down!” George told him. “Do not throw or drop it!” 

The boys held their breaths and expected the worst, but Captain Underpants set it right side up beside him. “Is that good?” He asked. When they nodded, he cried out “Perfect!” and threw his arms out, but accidentally knocked the vase over and it broke into large pieces when it hit the ground. 

“HEY!” The man screamed at Captain Underpants. 

“Ah crud!” Harold grabbed Captain Underpants by the hand as he and George made him run for it. The man kept shouting, but didn’t bother to go after them while some onlookers just laughed or else felt the unfortunate man’s pain. 

“Maybe we should wear him out a little.” George whispered to Harold. 

“Any ideas?” Harold asked. 

“Well... I have a weird feeling, but–” 

**** 

“Oh this looks like fun!” Captain Underpants beamed at the sight of the playground in the local park. 

“Yup, I was right.” George chuckled as Captain Underpants ran around to check everything out. To their amazement, he acted as if he were younger then them as he tried to do everything–get on the swings, go down the slides–even though he was much too big for most of it. Even some of the other kids and their parents who were close by couldn’t help put watch and while the parents found it bizarre, the kids thought it was hilarious to see a grown man play around on the equipment. 

“Hey what’s this?” He asked and pointed to the merry-go-round–the spinning plate with the metal bars. 

“Get on it and hold on tight.” Harold snickered. 

Moments later the boys managed to spin the merry-go-ground as fast as they could while Captain Underpants held on and was yelling in delight. “THIS IS FUN!” 

The boys couldn’t help but laugh as they hopped on and joined him. For the first time since last night they were able to take it easy and have a little fun too. 

Maybe–just _maybe_ –there could be some perks to having Captain Underpants around for awhile. 

**** 

Edith was walking through town to complete her chores. She had to buy up groceries, but she was going to need to carry quite a bit with her if there wasn’t a car or bus to ride around in by the time she was done. She almost wished that she could stop doing the work that Harris should have been doing herself, but instead that woman just wanted to sit around and do nothing again. She should of almost been at the point where she could afford a real apartment if not her own house and not have to do the extra work. 

Yet those kids needed someone who cared and who wouldn’t be so cheap or cold towards them. Edith wasn’t sure if she was ready to just drop everything and leave them. She couldn’t dare imagine how worse things could have been ten years earlier. 

Edith passed by the book store and saw one of the Superman comic books on display in the window. She recalled the fun game with the Captain Underpants puppet and she chuckled as she thought back to that kiss she gave it. She wished that there was someone she could meet that would be just right for her and that she could kiss for real–someone she could feel comfortable being herself around. Someone who was honest, hard working, and sweet, and who didn’t have to be incredibly rich or handsome. But it wasn’t like one good man would just show up, and even if he did... 

She looked at her reflection in the window, with her hair covering half her face and a plump figure. She wasn’t a total knock out which was what most men wanted. But then again, considering what the men who were still around town were really like, maybe it was better that she didn’t look like she came off of a movie set. 

On the other hand, she almost wished she were a superhero herself for the days when things could get hectic. 

She shook her head and kept walking. 

Eventually she saw George and Harold a good distance away on the other side of the street and they were talking to an unfamiliar looking man. He looked like someone from out of town perhaps, because she couldn’t recall anyone who was both that large and wore what clearly looked like some sort of wig or toupee. She knew full well from both the orphanage and especially at the school that the boys didn’t trust many adults, but they seemed to be comfortable around the man whose face she couldn’t see. 

Suddenly she felt a tug on her purse and a man sped of with her purse in his hands before she knew it was happening. When she realized it, panic overtook her. 

“NO STOP!” She yelled and raced after him. “THAT’S MINE!” 

“Oh shoot.” George winced as he and Harold turned around to see what happened, as did Captain Underpants. Before the boys could stop him, he immediately ran after the man when his pursuit of justice acted up once more. 

“PLEASE!” Edith pleaded as she tried to catch up to the thief. Every dollar she had in that purse was crucial and if she lost her key, then Harris would make her work it off. There wasn’t many around to help her stop the thief and those who were there just watched the whole thing out of utter boredom. But just before she could do anything else, a flash of brown and white appeared out of nowhere and she had a second to identify it as the same man the boys were talking to. 

“GOT YOU!” Captain Underpants hollered as he crashed into the thief and knocked him flat onto the ground and pinned him there. 

“Get off me!” The thief tried to push him off, but the heavier figure stayed on him as he reached over to grab the purse while his toupee looked as if it were about to fall off. 

“Hey!” George called as he and Harold caught up to Captain Underpants. “Ok, you got the purse! Are you happy?!” He asked. 

“And you need to keep a low profile!” Harold quickly fixed the toupee so it wouldn’t fall off before the hero shot off the thief who didn’t hesitate to run away. 

“Ah, no!” George grabbed Captain Underpants’ arm before he could run after the thief. “You already got in a lot of–!” 

“Oh thank you so much!” They all turned around to see Edith nearly bending over as she grabbed her chest while trying to catch her breath after running so fast. “You have no idea how much this means to me!” She panted as Captain Underpants walked towards her and she tucked her hair out of her face. 

“Well I’m glad I could be of service, Miss!” Captain Underpants cheerfully replied as he held out the purse out and Edith grabbed onto it at the exact moment she opened her eyes to see who her savior of the day was. The moment he saw her face, his smile dropped and he was rendered speechless. 

There are very few moments where one would witness time stoping for one reason or another. That happened the instant the two locked eyes and suddenly did nothing but stare and hold onto the purse together. 

Edith was not expecting the man who helped her to be handsome in a sort of adorable way–he reminded her of an enormous teddy bear and looked equally huggable. Of course he probably wasn’t the ideal sort of handsome, and maybe to most woman he wouldn’t be, but to Edith he instantly was. What struck her was his eyes–so expressive and almost youthful in a good way as if the world hadn’t worn down their owner like it did to so many others. 

Little did she know that the man before her was experiencing something wonderful for the first time in his short existence. He didn’t think that someone could be beautiful in the way that the world could be, but here she was. She had the loveliest face with light freckles and eyes so mesmerizingly blue that anything else that was blue instantly paled in comparison. Not even the Blue Fairy herself was as pretty as the woman before him. 

“Uh... thank you... Mr.–?” Edith slowly began and he let out a huge smile that nearly made her heart sped up. But before he told her his name, someone else beat him to it. 

“Oh right, we totally forgot about Benjamin, didn’t we Harold?!” George let out a loud laugh as he patted Captain Underpants’ arm. 

“What?” Harold was confused and so was Captain Underpants. 

“Well see, Benjamin is new in town and we thought we’d show him around!” George continued the forced cheerfulness as he gave Harold a look that screamed for him to remember the secret identity that Heidi gave them the previous night. “It’s really lucky we ran into you when we had the chance Edith!” 

“Oh yeah!” Harold instantly remembered and played along. “Yeah, Benjamin’s an interesting guy that we just met and we’re still showing him some cool sights!” Luckily Captain Underpants didn’t bother trying to correct the boys on his name, though he was still confused by it. 

“Oh that’s thoughtful.” Edith smiled at Captain Underpants, who let go of her purse so that she could take it back. “This town has seen better days, and that’s the first time I’ve had someone try to take my purse.” She told him and winced. “Sorry, it’s just–you know, a lot of good people went to the war, and many are still on edge or aren’t in the best of moods sometimes. It might not be much right now, so its hard to find anything interesting around here.” 

Captain Underpants finally recovered and just smiled. “Well I think there are good people such as yourself who are still here. And so far I’ve seen a lot of wonderful things that make it so nice, like the two blue eyes I see before me.” 

Edith’s face instantly blushed as George and Harold slapped their faces, but fortunately

for them, she let out a well-meaning laugh. Captain Underpants couldn’t help but listen to the sound of her laughter and found himself enjoying the uniqueness of it. Seconds passed before he found himself laughing with her. 

“So, Edith.” Harold asked. “What are you doing out and about?” 

“I have to get groceries.” Edith answered. “But it’s going to be a lot. I’ll have to carry it the whole way back without a car or the bus to ride in. I hate to ask, but can you help me out?” 

The boys were a bit hesitant–they didn’t know what would happen if Captain Underpants would start talking to another person and reveal too much. Yet as they looked at him, he was being unexpectedly quiet again as he observed Edith, which was a hopeful sign that maybe he wouldn’t be running around like crazy again anytime soon. If they needed him to start proving himself capable of being real, maybe now was a good time. 

“Sure. We all can help out.” George nodded. “Right?” He nudged Captain Underpants in the side as hard as he could. He considered himself very lucky the cloth silenced whatever sound the puppet’s body would have made, but he still felt a slight pain in his elbow that he barely hid in his face. 

“Huh–? Oh yes!” Captain Underpants nodded. 

The boys let the two go ahead before George turned towards Harold and whispered “Did those two just fall for each other at first sight, or have I been seeing too many movies?!” 

“Nope, I saw it too.” Harold admitted. “I don’t know if I should find it adorable or awkward. Or if this’ll cause more problems later.” 

**Notes for the Chapter:**

> I love how writing a CU fan fic always allows you to pull a huge coincidence or insanely advanced technology, no matter what the situation or time period.  
> Florence Foster Jenkins WAS a real singer known for being REALLY terrible (and a movie about her was made too). And oh my gosh, just... look up recordings of her singing–I mean, she did what she loved, but dear lord! Sadly she’s going to be dead in a few weeks around the time that this chapter occurs (she died in 1944).  
> Next time–we get to see more of the Melvins and more trouble awaits.


	5. VULPINE-2000 and FELINE-3000

“It’s picking up.” M.B. saw that the light on the device was flashing green around the grocery store. 

“So why is it a big deal if you saw another robot?” Melvin asked as he followed him. 

“Because it means there’s either a rival scientist in town or my colleague made one while he’s down here.” M.B. told the boy. “Though while we’re here, I could use some apple juice while I’m at it.” 

They entered the grocery store and the light turned yellow. As they continued, it gradually changed from orange until finally it turned red. After making sure it wasn’t turning red for any other direction and they looked up to see an unexpected sight of the elementary school’s lunch lady with an unfamiliar looking man. 

“So Miss Edith, you work at George and Harold’s school?” Captain Underpants asked as Edith put cereal boxes in the shopping chart. The boys were a few feet away (and unknowingly out of Melvin and M.B.‘s sight) and they were keeping an eye on him to make sure that the puppet wouldn’t reveal anything he wasn’t supposed to. 

“I’m the school’s lunch lady.” She answered. “It’s probably not as exciting as being a teacher since I’m not gifting them with knowledge that’ll last them a lifetime. But I enjoy giving food to the children and seeing them have fun during lunch time.” 

“Well I’m sure feeding them is just as admirable and important as teaching!” He assured her. “I don’t think I’d like staying around in a classroom all day, so lunch time sounds like a lot more fun!” 

“True, I can tell just by how active the kids are!” Edith laughed. “You should see them! They’re just so happy to be away and to get a chance to freely talk to each other! I feel a little sorry for them when the bell rings.” 

“I’m sure they’d be happy to see you.” Captain Underpants replied as he smiled–he was certainly happy with seeing Edith. 

“It’s got to be one of those two.” M.B. told Melvin as they observed from a distance. “One of them isn’t human.” 

“Well, considering how many kids suspect Miss Edith is an alien, it might be possible.” Melvin confessed. “I knew there was something weird about her.” 

“Ugh, it’s too far up!” Edith grumbled when she saw a box of oats that was so high up that it was out of her reach. 

“Let me!” Captain Underpants hopped up and grabbed it, only to accidentally knock down the boxes next to it and one of them bursted apart, causing oats to spill everywhere. 

“Uh oh.” Edith winced. “Uh...” She kicked it to the side. “Let me see if I can find someone to clean it up.” She walked away to look around for one of the employees. M.B. took his chance and aimed the device at Edith, but the beeping wasn’t as frequently at her. When he aimed it at Captain Underpants, the beeping rapidly increased. 

“It’s the fat one.” He realized before he slapped his face. “Oh course it was him last night! I can’t believe I forgot!” 

“So now what?” Melvin asked as they turned around to avoid being noticed. They didn’t see Captain Underpants start to take his shoes off when he thought no one was looking. 

“I got to capture him!” M.B. told him as George and Harold quickly ran to Captain Underpants. “I don’t recall a robot looking that human-like–the design is flawless! I need to get him in the lab!” 

“I got an idea.” Melvin grinned as George and Harold forced Captain Underpants to put the shoes back on. He pulled out a small radio from his pocket and pressed a button. He spoke into the speaker “Code 1-9-4-0. VULPINE-2000 and FELINE-3000. Command ‘Hi-diddle-dee-dee’ is a-go.” 

M.B. gave him a weird look as Edith returned just when Captain Underpants reluctantly had both shoes back on. “‘Hi-diddle-dee–?’” 

“Hey I can’t let anyone know what they’re doing while I’m contacting them out in public, can I?” 

**** 

“I can’t thank you both enough.” Edith told the boys as she went back to take the remaining bags from Captain Underpants before heading back inside the building. 

“Hey, it was nothing!” Harold grinned. 

“Yeah, we got to pick out the best cereal and snacks!” George added. 

Edith chuckled before she looked at Captain Underpants. “And... Benjamin, right?” She asked for clarification. Before he tried to tell her that it wasn’t his name, she continued “Thank you. Really, it means a lot that I had help today. I know you must of had other things to do–I owe you big time if I ever see you again.” 

“Oh you don’t have to!” He protested and laughed. “Helping others is what I do best.” 

“Right.” George and Harold were more than uncertain about how accurate _that_ was. 

“Well... maybe we’ll see each other again sometime?” She shyly asked. 

“Oh absolutely!” Captain Underpants nodded. “In fact, it can be any time if you want!” 

“Uh, it can’t be any time.” Harold told him. “She works a lot. We can let you know when she’s not busy.” 

“Oh,” He was disappointed, but he smiled. “Well, I look forward to seeing you again Miss Edith!” 

She smiled back and it made him feel strange in a good way. “Same here.” She opened the door. “Uh, well–until next time, I suppose.” 

“Bye!” He waved as she went inside. 

The boys waited for a few seconds before the door shut. “Ok, go hide in the backyard.” Harold told Captain Underpants. “You can take your disguise off there and be sure to keep a hold of it until one of us comes around to get you.” 

“Got it!” Captain Underpants saluted with a relieved smile. When the boys went into the building, he wasted no time getting himself into the backyard and he quickly took his disguise off and tossed it behind a nearby bush. He still needed his cape which the boys had hidden in their room. 

He couldn’t believe it. Edith–the woman with the beautiful blue eyes–lived here this whole time! How did he not get to meet her sooner?! He had to find out more about her from the boys! He only knew her for a few hours, but he knew that he _had_ to see her again as soon as– 

A strange creaking sound caught his attention and he looked up to see what appeared to be a large fox and a large cat on the other side of the gate. 

“Oh my!” He had to get a better look–he had never seen a fox and cat that large! He leapt over the gate and went over to get a closer look. He completely missed the obvious fact that neither creature had fur and appeared to be made of metal. 

“Ok, coast is clear.” George said as he and Harold came out and Harold held the cape in his arms. He looked around “Where’s Captain Underpants?” 

“Hey large fox and cat!” Captain Underpants voice rang out, but from the front of the building. 

“Oh no.” The boys instantly knew they made a mistake. They ran around the building, but were not expecting the puppet to be examining a metal fox and cat that was as big as him. 

“I didn’t know cats and foxes could grow so large!” Captain Underpants exclaimed as the fox and cat shot each other a blank look. 

A split second later, a huge black bag shot out of the fox’s chest and swallowed up Captain Underpants. “HEY!” He yelled and tried to pull the bag off, but the fox and cat scooped him up and ran off with him. 

“NO!” George yelled as he and Harold ran after the two. 

“Is that a robot fox and cat?!” Harold asked. “What are robots doing here?!” 

“Who knows!” George shrugged before they chased after the two mechanical creatures. 

*** 

After much running, they followed the fox and cat to a very familiar neighborhood and towards a familiar looking white house with many windows. 

“Oh you’ve got to be kidding me!” Harold groaned when he and George recognized the house. To his dismay a side door to the house opened up to reveal none other than Melvin. 

“Ok, bring it in!” Melvin snapped at the robots before he pulled a face and let out a sneeze. “Hey keep away!” He snapped at an elderly looking cat. He let out another sneeze as the robots headed into the house with Captain Underpants still struggling in the bag. 

“Melvin kidnapped Captain Underpants?!” George couldn’t believe it. “Why?! How?! Our disguise was perfect!” 

“I don’t know, but we can’t let him do anything to him!” Harold worried. “Knowing Melvin, he could cut him up into bits or keep him forever for some stupid experiments!” George thought for a bit. “Well, I have an idea.” 

***** 

“If I didn’t know any better, I’d say this was a bad guy’s lair!” Captain Underpants looked around the lab. His arms were pulled up into the air by two cables from the ceiling that were also cuffed to his wrists and his feet were shackled to the floor. M.B. examined him over and held a device over the puppet’s body, which let out strange clicking sounds. 

“I don’t get it.” M.B. was flabbergasted. “You aren’t human, so you don’t have any sort of biological structure and you aren’t a robot because my device isn’t detecting any metal or electric currents. Everything about you is almost one hundred percent pine wood, and yet these readings detect something off of you, but I don’t know what! How are you alive?” M.B. demanded at Captain Underpants. “Who made you?” 

“Well it was the Blue Fairy brought me to life!” The puppet cheerfully answered. “But it was my new friends who made me! Or so I was told. But I’m sure I was born first.” 

“The...what?” M.B. raised an eyebrow at this. 

“Is that what you’re maker goes by?” Melvin asked. “Is that like a secret name? ‘Blue Fairy?’” 

“Well...” Captain Underpants thought for a moment. “Come to think about it, I don’t even know how babies are brought to life in the first place! Maybe the Blue Fairy brought them to life too!” 

“I–wait, hang on–” 

“It would explain a lot! Maybe there’s a fairy for every kind of life, like humans, dogs, cats, lizards, birds–! Hey maybe that’s how birds can fly!” 

“Are you serious?” M.B. was feeling like he was losing valuable brain cells. 

“Nah, I’m more of a ‘have fun with life’ kind of guy! Speaking of which, could you let me go? This place is already boring!” 

“I’m starting to doubt he’s worth examining.” Melvin told M.B. “No one would intentionally make an artificial life form _this_ stupid.” 

“So as my cousin asked, is ‘Blue Fairy’ a code name?” M.B. asked. “What’s her real–?” 

“Oh she’s a real fairy!” Captain Underpants cheerfully told him. “With blue wings and blue clothes!” 

“Fairies don’t exist.” Melvin scowled. “There’s so many scientific reasons as to why–” 

“Well she’s real and so are all the monsters I’ve remembered fighting! And if I prove myself, she’ll change me back so that I’m not made of wood anymore!” 

“Oh Christ this is going nowhere.” M.B. pinched his nose and gave up. He let out an annoyed sigh before he went over to the desk and pulled out a sharp looking scalpel. “I’m going to cut a sample off of you and I’m going to keep you here until I get my answers. And you better hope I only need small parts of you, you poor backwards excuse for technological advancement.” 

Captain Underpants’ smile dropped. “Wait, what are you going to do to me?” He asked as M.B. walked towards the puppet with the scalpel glinting in a threatening manner in the artificial light. 

The door to the hallway suddenly swung open. “M.B. there’s a package for you dear.” Mrs. Sneedly cheerfully told him as she popped her head in. “Is it the one you asked for?” 

M.B. froze up. “Wait, is it a large package?” 

“Yes! It took two small men to carry it towards the door.” 

“Oh thank God, it’s the parts!” M.B. ditched what he was doing and hurried out of the room. An interested Melvin followed after him and the oblivious Mrs. Sneedly closed the door behind her. 

Seconds passed before one of the laboratory doors swung open and out popped George and Harold. “I hope that box will keep them distracted.” Harold hoped. 

“I can’t believe Melvin’s mom fell for our disguises!” George quietly chuckled. 

“Guys!” Captain Underpants exclaimed as they hurried towards him. 

“Shh, we’re busting you out!” George hissed as Harold examined the shackles around the puppet’s feet before pressing a button on them that made them open up. Harold then helped lift George onto Captain Underpants and the boy quickly undid the restraints around his wrists. 

“We told you to stay in the yard!” Harold hissed at Captain Underpants as the puppet dropped his arms and set George back down on the ground. 

“But I’ve never seen a fox and cat that large.” He replied. 

“You didn’t notice they were robots? You know, made of metal?” George asked as Harold held out the cape for Captain Underpants, who took it. 

“They were robots?” 

“YES!” George and Harold snapped. 

“And you have to stay away from Melvin–he’s bad news for you.” Harold added. “So then are we heading back now?” Captain Underpants asked as he finished tying his cape back on. 

“You aren’t going anywhere!” A metal hand grabbed Captain Underpants’ arm and pulled him away from the boys. The two watched as the hand attached to a metal tube retracted back into the right wrist of M.B. as a surprised Melvin stared at the boys. 

“Wait, is he a robot too?” Captain Underpants pointed at M.B. 

“I’m not a robot!” M.B. snapped. “I just have advanced prosthetics!” 

“It kind of sounds like you’re sort of a robot.” George pointed out. 

“I’M NOT A–! Wait, you’re the two who were chasing after this buffoon last night.” M.B. recognized the boys before he scowled. “Also, thanks for the box of junk and broken parts that I just opened up earlier!” 

“Wait a minute.” Melvin looked at the puppet and back at the boys. “YOU GUYS MADE HIM?!” 

George and Harold winced as M.B. shot Melvin a confused look. “What do you mean?” 

“That’s George and Harold! Those were the two I told you about! They made whatever this thing is into their made up superhero from their stupid comics! I can recognize that publicly indecent parody anywhere!” 

“HEY!” George angrily snapped. 

“Give him back or else!” Harold demanded. 

“He’s staying, you’re going.” M.B. narrowed his eyes. “Melvin, kick them out.” 

Melvin nodded and pressed a button on his device. Within seconds the VULPINE-2000 and the FELINE-3000 came out and headed towards the boys. 

“Oh no.” George gulped as Harold got an idea. 

“CAPTAIN UNDERPANTS, THOSE ARE BAD GUYS!” Harold pointed at the robots. Fortunately the puppet instantly understood. 

“Got it!” He pulled himself free from M.B.’s grasp. 

“What the–?!” The scientist demanded, but Captain Underpants raced towards the robots. He grabbed the FELINE-3000, lifted it up as it struggled to break free as if it weighted as light as a feather to him, and he hurled it into the wall. The VULPINE-2000 tried to punch him, but Captain Underpants dodged the attack and responded with a punch of his own into the robot’s stomach and also sent it flying into a wall. 

“Come on!” George and Harold grabbed Captain Underpants’ hands and hurried towards the door, but M.B. was fast and extended his robotic hand out as the robots slowly got back up. 

“I TOLD YOU, YOU AREN’T GOING ANYWHERE!” He yelled as he grabbed the puppet’s arm again and pulled back as hard as he could, just as Harold opened the door to the outside. 

Captain Underpants and the boys yelped when they fell to the ground. The boys lost their grip on the puppet and he was pulled towards M.B., who walked towards Captain Underpants, who tried to pull away. 

“Let me go!” The puppet cried out and grabbed the mechanical hand on his arm. He managed to pull it off, but at that moment the VULPINE-2000 and the FELINE-3000 reached him. They grabbed his arms and legs and pinned the puppet down to the ground before he could escape. 

“I’m getting that sample whether you like it or not!” M.B. growled as he took the scalpel out again, causing Captain Underpants to panic. 

“Hey don’t!” Captain Underpants freaked out as he tried to pull free from the grasp of the robots. The scientist paid him no mind as he knelt down beside him. 

As the boys tried to think about how to help their friend, George saw a familiar looking cat lounging outside by the door. A lightbulb went off in his head and he quickly grabbed the cat. 

“Now hold still, you overgrown dimwit.” M.B.’s scalpel was half an inch from digging into Captain Underpants’ leg. 

“Hey why have a robot cat when you can have the real deal?” Georg taunted as he went into the lab with the fluffy cat in his grasp. 

“WAIT NO DON’T–!” Melvin protested, but he then let out a huge sneeze that startled M.B. Even he was not immune to the presence of the cat and he began to sneeze and move away from Captain Underpants. 

“TAKE THIS!” Harold grabbed a nearby fire extinguisher and smashed it into the FELINE-3000’s head as hard as he could. 

“AND THIS!” George smashed a wrench into the VULPINE-2000’s head while still holding onto Danderella. 

Both robots collapsed and let go of Captain Underpants, who leapt to his feet as Melvin and M.B. kept sneezing their heads off thanks to the cat in the room. He took Harold’s hand and was lead out of the lab as fast as possible while George let go of Danderella and followed them. 

“Ok, I know it wasn’t nice to use Melvin’s allergies against him, but we really had no choice!” George admitted as they all hurried away from the Sneedly residence as fast as they could. 

Moments passed before Danderella got bored and ran out. When Melvin stopped sneezing, he snapped at the robots “YOU LET THEM GET AWAY?! YOU WERE SUPPOSED TO KEEP THAT THING HERE!” The robots made no reaction as the damage they took was enough to scramble their programing and made them unable to do anything else. 

“Never mind.” M.B. groaned and sat up. He held the scalpel up to reveal a good sized splinter of wood was stuck to it. “Besides–we got a piece of him.” 

***** 

“So you understand?” Harold concluded when he and George had to have a talk with Captain Underpants back in their room at the orphanage. “If something looks out of the ordinary, you need to take a moment to think about whether or not its safe to check it out.” 

“And now that Melvin and whoever that guy was knows who you are, you need to be extra careful not to get caught again.” George warned. “We might not be able to help you out next time, especially considering we have to go to school for most of the week!” 

“Ok.” Captain Underpants nodded. 

“You promise?” Harold asked. 

“Scout’s honor!” He placed a hand over his heart. 

There was a knock at the door that startled them. “It’s me!” Heidi spoke out. Harold opened the door to let her in and they could hear music playing from Edith’s room again. When they closed the door, they could still hear the music coming through it and when Heidi saw the puppet, she smiled and went over to him. 

“I didn’t think this could happen.” George quietly grumbled to Harold. “It’s bad enough we have to be careful here. Now we got other things to worry about that could get him in trouble.” 

“He’s not going to be real if he’s going to be dumb all the time.” Harold agreed. “Next he’ll think a lion is just a big cuddly cat that won’t rip him into pieces.” 

They heard laughing and turned their heads to see Heidi grabbing Captain Underpants’ hands and she tried to lead him in a dance to the music that was playing. 

“Like this! Like this!” She made him lift one of his hands and she spun around underneath it. “Now you!” They watched as he copied her and had one of his signature smiles on his face. “That’s it!” Heidi clapped before she grabbed his hands and had him move around in a small circle with her. The whole moment made the boys think back to happier times. 

**** 

_The boys watched as Moses Beard spun his wife around as the record player played jazz music in their living room. He dipped Barbara almost to the ground and she let out a laugh. Grace Hutchins also laughed as she sketched out the scene on the sofa while a four year old Heidi sat beside her with a doll in her arms._

_“I expect a lot more dancing when you get back!” Barbara giggled as Moses brought her back up. “And this uniform better have a nice shiny medal attached to it!” She smoothed out the army uniform that he wore._

_“You know I’m going to be mainly doing mechanical work over there.” He smirked. “But I will gladly try to get that medal if it means making you happy and getting a little more money in my pocket when I get back to work at home.” He kissed her on the lips to the equal disgust of George and Harold while Heidi giggled._

_“Hey, you boys will think differently some day when you find someone you’ll like.” Barbara warned them when she saw their reaction._

_“Done!” Grace flipped over her sketchbook to reveal her drawing._

_“Oh that’s perfect!” Barbara cooed as an equally impressed Moses wrapped his arm around her. “You should be doing this for extra money instead! Taking extra hours at the factory sounds awful!”_

_“Both Mama and Harold could draw for money!” Heidi cheered._

_“If I had the time and willing payers.” Grace smiled at her son. “But I’m sure Harold does.”_

__

_“We have an idea for our next comic series!” Harold grinned. “George just needs to figure out the story for a perfect first issue.”_

__

_“Well then I expect a lot of stories when I come back.” Moses patted George’s shoulder. “You think you can do a hundred comics before I come back?”_

__

_George let out a laugh. “You bet!”_

__

_Harold went over to look at the drawing of the Beards. “I wish I was good as you–I don’t know how you do it.” He told his mom._

__

_“Well, I got a lot of practice, but I’m curious to see how you’ll develop overtime.” Grace pulled her son down and swung an arm around him. “One day I might see comic books drawn by your hand in the bookstore.”_

__

_“I bet you’ll make a superhero that’ll put Superman and Batman to shame.” Moses agreed._

__

_“Oh we will!” George reassured him and Harold laughed. “In fact we know he’s going to be even better!”_

__

**** 

__

The boys watched as Captain Underpants kept dancing with Heidi. He was more than what they imagined as a living individual when they first created him on the pages of their comics. He was an interesting combination of being a huge source of frustration and amusement. 

__

“Well, whatever happens...” George’s voice trailed off as he and Harold thought the same thing. Whatever would happen, Captain Underpants had at least changed things up for everyone while he was still around. 

__

Back in Edith’s room, she listened to the music play as she thought back to the man she met that day. Already she couldn’t stop thinking back on him–he was helpful, funny, not to mention cute. There was something about his smile that was familiar, but in a good way. 

__

She hoped she would see Benjamin again. She wanted to get to know him some more. 

__

**Notes for the Chapter:**

> A tricky part of this AU was how to use the cat and the fox, but I decided to do it in a unique way while using some fan favorites.  
> The next chapter will take awhile since I didn’t have as huge of a head start on it. But next time–we cover another familiar part of the story and encounter someone who I hate enough that I would gladly do more than just punch them in the face. (Actually let face it–we ALL would.)


	6. Showtime

**Notes for the Chapter:**

> I was asked by KittyKatGeorgie if Lisa and Billy would show up in this story. Inspiration struck when I figured out how I could use them. So thanks KittyKatGeorgie!  
> Also this is where we start to see the smoking warning come in.

The next day, George and Harold decide to address a huge issue regarding Captain Underpants. 

“How are we going to keep him out of trouble if we have to be at school?” Harold asked. “We can’t take him with us–it’d be a disaster waiting to happen!” 

“We can’t leave him here all day either–not while Harris is still around.” George pointed out before they both looked at the puppet who read through their collection of comic books and hummed to himself. 

“Well we could try to find him a job.” Harold reluctantly suggested. “It shouldn’t be too hard to find one if most of the adults went off to war.” 

“Are you nuts?!” 

“Well, if he wants to be real, it might help him out.” 

“You know, we never really considered what would really happen if he did become real.” George frowned. “It’d probably be even worse if we had to keep this up while we still live here. It wouldn’t of been as huge of a problem if we lived on our own.” 

“Maybe we should take this one step at a time and just see what there is first.” Harold advised. “We don’t really know how long this will last.” 

***** 

The boys took Captain Underpants into town and made him wear the disguise again (much to his dismay). They searched everywhere for any possible job openings. 

The first stop was at a china store that was hiring. After seeing how many fragile objects were in there, and after remembering what happened with the vase, the boys looked at each other and instantly agreed “No.” 

“No.” Harold said when they went into _It’s Amore_ and saw just how fast and on task the waiters were and how messy the janitorial job was. 

“Wait a minute–could I have a pizza, ice cream, and a soda?” George quickly asked Captain Underpants. 

“Why yes!” He replied. 

“Ok, what did I ask for just now?” 

“Uh... could you tell me again?” 

They were forced to continue. 

They stopped at the movie theater. “Maybe there’s a job opening right now?” Harold asked the ticket seller. 

The ticket seller looked at Captain Underpants as he excitedly looked at the posters. “Do you think he’d be able to handle the film projector?” He asked them. “It’s not an easy task and some people that we hire end up watching the movies instead if they get too distracted.” 

The boys saw the problem with this and had to take Captain Underpants away. 

“Maybe?” George wondered when he saw the garbage man picking up trash cans. 

“No!” Harold yelled when they saw a worker throw branches into a wood chipper. 

“I suppose.” George thought when they went into the bookstore, but his mind changed when Captain Underpants accidentally knocked a bunch of books to the ground. 

“Would you even float?” Harold asked Captain Underpants when they went to the fishing boats. 

The boys later stared at one of the remaining factories in the distance. They looked at each other and shook their heads. 

George hung his head. “There has to be something that he can’t mess up or get easily distracted over.” 

**** 

The next morning, the boys prepared to go to school, but they had to have a talk with Captain Underpants. 

“Look, we’re going to school but you need to stay here.” Harold told the puppet. “We can’t let Harris see you, so you can’t leave this room until we get back.” 

“And don’t go out the window.” George added. “We won’t be there to help you sneak back in.” 

“Alright.” Captain Underpants agreed. 

The boys left the room, but George secretly locked the door behind him. 

“You think he’ll stay?” Harold asked. 

“I left out all our comics and books. They have to keep him interested for several hours.” George reassured him. 

Hours gradually passed and Captain Underpants read George and Harold’s comics again and he did look through one of their books. For awhile he enjoyed himself, but eventually he got bored. He tried to list off everything he saw in the room and counted the cracks in the walls, but even that got old very fast. 

“Maybe I won’t get in trouble if I sneak out in disguise.” He said to himself as he eyed the bag where his disguise was kept. 

Moments later, he tumbled out of the window yet again in the outfit that he hated, but wore anyway. 

He soon walked down the streets and enjoyed his new freedom. Already it was far better than being cooped up in that room all day. Maybe he didn’t need to let the boys know about this adventure. There was still so much to look at hat he didn’t get the chance to. 

“Oh how pretty!” He found himself in front of a jewelry store and admired the precious stones on display in a window. He was especially drawn to a pendant that looked like two triangles merged together to create a six pointed star and according to the display it was called a ‘Star of David.’ The blue stones reminded him of Edith’s eyes and he found himself hoping that he’d get to see her again very soon. He didn’t get much of a chance the day before and it was very frustrating to know she was a room across from where he was hiding. The boys insisted that they could arrange something, but he couldn’t just barge out and say hi to her. 

He walked away and kept going. 

He soon noticed a certain brown dog and orange kitten with black stripes playing a game of chase near the park. “Oh hi!” He waved at them. 

Both Greg and Lil’ Petey stopped and stared. They immediately knew by his scent that the man wasn’t human and they could sense the magic that kept him alive. Yet they could also tell that it was a friendly, reassuring scent and Greg soon charged at Captain Underpants and tried to leap up onto him. 

“Whoa, easy!” Captain Underpants knelt down to the dog’s level and petted him. He laughed when the dog licked his face. “Hey!” He exclaimed, but let the dog continue until Greg backed away. “Hi there!” He greeted Lil’ Petey and petted him. The kitten brushed against his arm and happily purred in response. 

“You must be those two animals George and Harold told me about!” Captain Underpants realized. “I can see why the kids want to take you in. You know, they actually want me to find a job, but I’m a superhero so that already counts as a job. Doesn’t it?” He wondered. “I suppose there haven’t been too many bad guys in this town.” He was aware that the citizens needed to have jobs in order to buy things that they wanted. He had no need for money, but he thought about what he overheard the boys say–that perhaps it could help make him real. 

If being real meant that he didn’t have to hide all the time, then perhaps he needed to try to do whatever he could to get to that point. 

“Do you know where I could find a job?” He asked the animals. 

“Well that’s the last of them.” He turned his head and was surprised to see two children putting up a poster on a stone wall. “We might not get many audience members for the first night.” The Japanese American boy adjusted his glasses as he stared at the poster while holding onto some flyers. “I can’t believe we’re already back at this town.” 

“It’d be nice if we could have an extra person or two to help out.” The dark haired girl shuddered. “I don’t want Bernice to make us do double duty again.” 

“Oh are you hiring?” They looked up to see a hopeful Captain Underpants get up and approach them. “I’m actually looking for a job!” 

“Well mister, we could use another stage hand or performer.” The boy handed Captain Underpants a flyer. “If we could get one by tonight, that’d be great.” 

Captain Underpants stared at the flyer and he had a brilliant idea. “This is perfect!” He beamed. “I’ll show this to George and Harold!” He grinned at the two. “Thank you so much, young citizens! You both are life savers!” He waved and ran off as fast as he could. 

“Huh, that was a strange guy!” The girl giggled. 

“I like him.” The boy smiled. 

***** 

“I haven’t seen you guys that much at the orphanage lately.” Bo told the boys as the friends hung out on the playground. “Are you making more comics than usual? Actually, the others were wondering when you’d bring Captain Underpants out again.” 

“Uh,” George frowned as he and Harold shot each other a look. “He.... we accidentally broke something and we need to get him fixed up.” He lied. 

“Yeah.” Harold nodded. 

“So what kind of story will you do next?” Gooch asked. “Are you going to do a story based off the Giant Whale in the ocean?” 

All kids suddenly went quiet and those who were close by stopped and stared in shock at Gooch. It was a local myth that the ocean by the town was home to a whale so enormous that it could eat large fishing boats. Many who went out into the ocean and never came back were believed to be eaten by the whale. No child dared go out into the ocean for fear of encountering the giant whale–not even for a swim or a simple boat ride. 

“Uh no?” Harold shook his head. 

“Yeah, you don’t want the whale to accidentally read the comic and get him mad!” Stanley stammered. “My dad swears his old fishing buddy was eaten by the Giant Whale because he threw his trash into the ocean!” 

“We won’t.” George laughed. “Besides, I don’t know which is less believable–a giant whale or an island just for adults.” 

“Oh, you mean Pleasure Island?” Dressy wondered. 

“Yeah!” Harold recalled the poster that he found in the junkyard. “You know about it?” 

“I do.” Dressy gave the boys a chilling smile. “According to my moms, the island had everything, and not just roller coasters or merry-go-rounds. There’s pool tables, houses that you can destroy, card tables, a horse racing track, casinos, bars, and unlimited drinks, cigars, and cigarettes.” 

“Yeah, I can see how an adult would like it.” Stanley nodded. 

“But that’s not all.” Dressy narrowed her eyes. “The island was said to have a curse on it–all the sins of mankind happened there. Sins that adults won’t explain to us and whisper about behind our backs. They say a mad man was in charge of the place and that he wanted the adults to behave very badly, but for what reason no one would say. But the fact was that very few people ever came back and no one knows what happened to the rest of them. The entire county eventually found out what was going on when rumors of horrible, fatal accidents at the island began to spread. They shut the place down, but the mad man and all his employees escaped.” 

“What kind of sins?” Gooch wondered. 

“What kind of mad man?” Bo asked. 

“My moms only told me what they knew–they barely got out of there, but they told me that the longer someone stayed there and gave in to temptation, the more the island would twist you into something awful. If you didn’t want your life ruined forever, then you’d stay away from the island or else.” She threw her hands out and sang _“OR ELSE!”_

“Well I’m glad it’s shut down!” Stanley gulped as the story made him sweat a little more than usual. 

“It doesn’t even sound all that fun to begin with.” Bo shrugged. 

“Oh, by the way you guys don’t know if there are any places around town that are hiring, do you?” Harold asked. “It’s for a friend of ours.” 

“Actually my dad is hiring at the farm.” Stanley informed them. “Yeah, they need someone to help watch the crops overnight. Not many are taking it since you have to stay up all night and you get so tired that you have to sleep though most of daylight.”

“Yikes.” Gooch winced. 

“That could work.” George whispered to Harold. 

“He’d just sleep the entire day!” Harold whispered back. “Harris wouldn’t be able to hear him!” 

The boys turned their heads back to face their friends–then screamed without warning as if they’d seen a ghost. 

“What?” Dressy asked as the others looked at them in confusion. What they didn’t see was a certain someone behind the chain link fence waving both arms while looking right at Harold and George. 

“Oh no.” George groaned when they saw Captain Underpants. 

“Excuse us!” Harold let out a nervous laugh as the two got up and ran over to the puppet. 

“Hey guys!” Captain Underpants called out to them as the other kids looked at him in confusion. “Boy it took me a long time to find the elementary school!” 

“What are you doing here?!” George hissed when he and Harold reached the fence. “You’re supposed to be back at the orphanage!” 

“If anyone sees you talking to us, they’ll think you’re a loony!” Harold also hissed. 

“Yeah but I think I found a job you guys wanted me to get!” Captain Underpants waved the flyer in his hand. “These two kids said that they needed help for this.” He poked the flyer through one of the holes in the fence. 

George picked up the flyer and he and Harold looked at it. _“‘The Great Bernice Marionette Show.’”_ He read and looked at the drawing of the puppets on the top of the flyer. “Wait a minute, this is for a puppet show. What could you do for a puppet show?” 

“George.” Harold realized what was being offered to them. “What is Captain Underpants right now?”

“A–” George stopped himself. “Wait...” He looked at the puppet and then back to Harold. “Oh my gosh!” He grinned. 

“Perfect!” Harold agreed. “This could be an easy way for him to make money and to stay out of trouble!” 

“So you think it could work?” Captain Underpants gave them a hopeful smile. 

“Of course!” George grinned. “It’s just a puppet show and you’d fit right in! What could possibly go wrong?!” 

Had the boys realized just _what_ was going to go wrong, they would have changed their minds on the spot. But like most kids, the idea of instant fame as well as a quick buck instantly got the best of them. 

“By the way, isn’t Edith in the school?” Captain Underpants asked. “I want to see her again!” 

“Not right now, this is when she’s busy!” Harold shook his head. 

“Well when will she be done?” 

“Probably by the time school is done, but we need to go right to this theater as soon as we can.” George told him. “Why don’t you hide somewhere for two more hours until the bell rings and then we can come get you.” 

**** 

After school, the three found themselves at the local outdoor theater where a few trailers, old recreational vehicles, and trucks were tucked around the back. There were stage hands that were preparing the stage for that night and a few musicians were readying their instruments. 

“There’s one of the two kids who gave me the flyer!” Captain Underpants saw the girl from earlier as she warmed up a viola and played a few notes on it. “Hi!” 

The girl stopped and went over towards them. “You actually came!” She noticed the boys that were with Captain Underpants and waved. “Hi, I’m Lisa. My family does music for the show.” She introduced herself. 

“Hi!” George smiled as he and Harold waved. “We’re George and Harold.” 

“So who do we need to go to?” Harold showed Lisa the flyer. 

“You’ll have to talk to Bernice.” Lisa pointed to a recreational vehicle that looked new in comparison to the other vehicles. “But I got to warn you, she’s... uh... not a pleasant person.” She frowned. “You need to be careful.” 

“We’ll see her.” George took Captain Underpants by the hand as he and Harold lead him over to the vehicle. 

Lisa’s friend noticed the trio and headed over to her. “That’s the guy from earlier?” He asked. 

“Yeah, Billy.” She nodded before she gave him a smile. “Those boys that were with him are kind of cute.” 

“Yeah,” Billy quietly agreed as he eyed the boy with the messy cloud of blonde hair in particular. 

The boys and Captain Underpants reached the door. They heard a woman with a thick southern accent complaining inside. “The stage is small enough that we don’t need to set up a smaller stage! We can use the space to our advantage!” 

“Then I really think you should get the catwalk closest to the audience repaired before tonight!” A man retorted back. “The others are worried about some of the boards!” 

“I’m not willing to lay down money on a theater that’s not ours! Renting the place wasn’t cheap!” 

“Well considering the puppeteers will be on there–!” 

“If the boards can hold the weight of a grown man, it should be fine! Or just walk over the bad spot for now!” 

The door swung open as a stagehand angrily ran out in a huff. 

“Uh, is Bernice in here?” George called out. “We were told you were hiring.” 

“I am.” The gruff voice with the thick southern accent spoke out. “Come in.” 

They went inside the vehicle and were hit with the heavy smell of cigar smoke. The inside was nice and tidy, with pictures of various places and a farm on the walls, though one depicted a pleasant looking man who had an arm around a teenage boy with a key on the necklace that he wore. There were a few creepy looking marionettes hidden here and there and a blanket covered up something large in the corner of the spacious room. 

Behind a desk was the fattest woman the boys had ever seen. Her brown hair with grey streaks was styled up in a huge bouffant and her wrinkled face included a piggish looking nose and unpleasant eyes. What was strange was that she looked oddly similar to Captain Underpants, but she had such a grouchiness to her face that it almost made it impossible to imagine him as a male version of her. 

“I already have kids helping out.” Bernice told the boys as she held a cigar in her hand and eyed Captain Underpants. She frowned as he innocently smiled back and after a few moments she asked “What’s Happy’s deal?” 

“Well we want to see if Ca–uh–Benjamin can get a job.” Harold quickly corrected himself. 

“And you’re still hiring, right?” George asked. 

“Yes I am. So what can he do?” She asked. 

The boys had thought long and hard about this one. “Well, he’s actually a puppet.” George confessed. 

The woman raised an eyebrow at him before she let out a laugh. “Boy, that’s a ridiculous joke! Did you mean that metaphorically?! Because he looks like the type!” 

Harold sighed. “Ok, I guess you can take your disguise off.” He told Captain Underpants. He didn’t need to be told twice and eagerly took it all off as the woman went from confused to flat out shocked. 

“So?” George asked as Captain Underpants sighed in relief and put the cape back on. 

The boys watched Bernice closely. She was stunned, yet they could practically see the dollar signs in her eyes. However, they had also noticed something strange about her gaze but it vanished before they could try to identify what it was. 

Moments passed before she relaxed. “If you can put together an act by six o’ clock tonight, I can let him perform.”

“Uh, we don’t have time for that.” Harold told her. “We have to get back–” 

“I don’t have the patience for waiting.” Bernice snapped. “Now I don’t mind having someone behind the scenes, but he looks like he could make more on the stage. You get together an act guaranteed to make me lots of money by six or else I won’t let him on. And if I don’t like it, everyone gets to pelt him with the vegetables.” She took a long drag on the cigar and blew the smoke at them. “You got a deal?” 

Five minutes later, the boys and Captain Underpants (who was forced to put on the disguise again) hid behind one of the trailers as they tried to think. “What kind of performance could we put together by six?!” Harold panicked. “We’d have to plan something out and rehearse it! Not to mention we don’t have any props or music to help us out–!” 

“Hey!” They looked to see Billy approach them. “I heard about what happened with Bernice. You guys need a hand?” 

“And you are–?” George asked. 

“I’m Lisa’s friend, Billy. I’m one of the puppeteers and I do voices. I figured you might need some help–” 

“Actually we both can help!” Lisa peered from around the trailer. “I’d like to see what you’ll do.” 

“That would be great!” Harold beamed. 

“I got it!” George snapped his fingers and turned to the other two kids. “Do you guys have any puppets that look like monsters? Or anything we can change up a bit?” 

**** 

That night a large crowd of people had gathered to watch the puppet show. Fortunately for George and Harold (or perhaps unfortunately) some of the audience members were children from their school who would likely appreciate the performance more than the adults. The red curtains were closed and everyone readied themselves for the next act. 

“And for our next act, we have a guest performance!” Bernice yelled into a megaphone. “Apparently we were graced with a puppet that requires no puppeteer!” 

“Ok, remember what we said!” George told Captain Underpants before he and Harold would go up to the catwalk above the stage. “It’s just a performance, but if anything goes wrong, you have to just keep going!” 

“And if it doesn’t go well, we still have another option!” Harold added. 

“Got it!” Captain Underpants gave them a thumbs up. 

The boys hurried back up to the catwalk above the stage where Billy gave them a worried glance. “So... he’s a real puppet, right?” He asked. While he had so many questions about how it was possible, he didn’t suspect that the man that he and Lisa had met was an _actual_ talking puppet until the very last minute. 

“Yeah!” Harold grinned. “Pretty neat, right?” 

Billy quickly realized why Bernice was suddenly ok with letting Captain Underpants perform. He knew that he had to warn the boys and their friend, but before he could, Bernice’s voice rang out: 

“And now presenting the amazing Captain Underpants! No, that’s actually what its called, so I guess it’s probably a satire!” 

“A what?” George asked. 

The curtains opened and a light was aimed at Captain Underpants who stood atop a set of stairs while strings dangled behind him. No one was expecting that the puppet would live up to his namesake and they bursted out laughing. Especially the children who were already impressed. 

Lisa began to play her viola and the puppet walked away from the strings to show that he wasn’t going to be attached to any strings for the performance. 

“TRA-LA–!” He began to let out the familiar battle cry, but he missed a step on the staircase and shrieked as he found himself tumbling downwards and crashed face first into the floor. 

The audience bursted into more laughter and Lisa came to a stop. 

George and Harold winced and looked to see Bernice glaring at them from the side as she held a tomato in a threatening manner. Harold thought fast and grabbed a puppet who was dressed as a salesman. 

“Oh dear!” Harold cried out as the puppet salesman dropped down. He moved the puppet towards Captain Underpants. “Let me help you, good sir!” He made the puppet reach out a helping hand. 

_“LA!”_ Captain Underpants shot to his feet and sang out, with one hand smacking the face of the salesman puppet. The audience laughed even harder and Lisa continued to play the viola. 

“Oh my gosh, I’m already loving this!” One woman in the audience giggled. 

“Uh... say!” Harold continued the act and made his puppet gesture to Captain Underpants. “Aren’t you the amazing Captain Underpants?!” 

“Why I am, fine citizen!” Captain Underpants answered as if it were a normal day for him. 

“Is it true that you are faster than a speeding waistband, more powerful than boxer shorts, and can leap tall buildings without getting a wedgie?!” 

“Why yes!” 

The kids were loving it and couldn’t stop laughing. 

“Well its nice to know that we have you to protect our fine city!” Harold continued on. “There’s only so much that the police can do on their own! Surely nothing will happen today while you are here!” 

“Now!” George told Billy. The boy understood and took out a puppet that Harold quickly fixed up to resemble an evil scientist that ironically ‘just happened’ to resemble Melvin’s adult look-a-like. 

“BWA-HA-HA-HA!” Billy laughed as the evil scientist puppet dropped down. “I hate superheroes! Especially ones who don’t bother to wear a proper costume! Talk about public indecency!” 

That earned a laugh from the parents. 

“Oh no, it’s the evil Dr. Disgruntled!” Harold gasped and made the salesman slap his face. 

“That’s right!” Billy was having to much fun playing the villain as he made Dr. Disgruntled wave his arms. “My plan for world domination is soon at hand! I will shoot a laser beam at the baseball stadium and everyone from the attendees to the players will become my mindless slaves! The players will be my bodyguards and no one gets to have any hot dogs or popcorn!” 

“What?! But everyone likes hot dogs and popcorn!” Captain Underpants protested. 

“I HATE HOT DOGS AND POPCORN! AND NOW TO DEMONSTRATE ON A RANDOM CITIZEN!” Harold pulled up the salesman as George dropped down a female puppet with a rope round her. 

“Oh no! Help me!” George raised his voice as high as he could as she shook the lady puppet. 

“Don’t worry ma’am I will help you!” Captain Underpants reassured her, but at that moment Harold dropped down two more puppets dressed as baseball players. 

“Get him henchmen!” Billy yelled and made the Dr. Disgruntled puppet point at Captain Underpants. 

“Well we’ll see about–hey!” Captain Underpants protested as Harold moved the puppets and repeatedly bumped them into him or else tried to get them to hit him with their bats. “Stop it!” He yelled and punched one of them hard enough to send it flying out of Harold’s grasp. 

“Oh no.” Harold winced. 

“Take that!” Captain Underpants punched the other one and it also flew off to the side while the audience still laughed. He turned to face the Dr. Disgruntled puppet and Billy panicked 

“Ah, you’re too much for me! I don’t want to get punched!” Billy pulled the puppet up before it could get harmed. 

“SAVE ME!” George yelled and shook the lady puppet again. 

“Oh that’s right!” Captain Underpants hurried to the lady puppet and took the rope off of her. “There you go!” He saluted. 

“Oh thank you good sir! As your reward... I shall reveal my evil pet!” 

“What?” 

George pulled the puppet back up and he and Harold dropped down another puppet that required both of them to manipulate it. This time the puppet was a huge dragon with two heads. 

“Ah-ha-ha-ha!” Billy took over for George and brought the female puppet back down. “That’s right, I stole the dragon from a previous act from this show to attack the town! And yes my voice changed because the truth is that I was the real Dr. Disgruntled all along! The other guy was just a mindless slave pretending to be me!” 

“Wow, that was quite a twist that I didn’t see coming!” Captain Underpants commented and even the audience became interested in the huge turn of events. 

“Go my servant!” Billy yelled. “Burn him down so that he won’t interfere with my plans! And I don’t want to see anyone actually touching it with their punches because that dragon is very expensive!” He broke the forth wall a bit and added as a warning to Captain Underpants. 

“We shall see about that!” Captain Underpants went over to the puppet. To the boys’ relief, he did pretend to punch the dragon as they waved its arms and bobbed its heads. They were having the time of their lives and found the whole thing enjoyable. 

“We should totally go into acting!” George told Harold. 

“Yeah, this is way more fun than school!” Harold agreed before they both moved closer to the center to get the dragon to do more than just stay in one place. They were so invested that they didn’t realize that the wooden boards they were standing on were letting out ominous creaking sounds. 

“Is that all?!” Captain Underpants demanded as he kept pretending to throw punches. 

“Argh, we surrender!” Harold made one of the heads bob up and down. 

“Same!” George copied him before they began to move the dragon back up. 

“Ah, curse you!” Billy yelled as he also pulled the lady puppet up. “To be defeated by a man in his underwear is the highest form of humiliation!” His yelling hid the sound of the creaking boards underneath the other two boys. 

George and Harold had only managed to pull the dragon half way up before the boards couldn’t take it any more and suddenly snapped in half. The boys screamed as they began to fall and were able to catch themselves on the boards as the dragon crashed back to the ground. Captain Underpants’ smile quickly dropped and was replaced with sheer panic when he saw what happened. 

“Are you kidding me?!” George yelled as Billy watched on in horror. 

“Hang on!” Billy tossed his puppet away and knelt beside the boys as he reached out to help Harold. 

“Stay back!” Harold warned when he heard the boards creaking under Billy’s weight. The other boy slowly backed away from them as he debated on what to do. 

“Catch us!” George yelled down at Captain Underpants. 

The puppet quickly shoved the dragon out of the way as the audience wondered what was going on. He stood under the boys and held his arms out, and when the boys saw this, George let go of the ropes and Harold followed suit. Captain Underpants was able to successfully catch the both of them and while his body couldn’t properly soften the impact, neither of them suffered any injuries. 

The stunned audience stared at them. 

“Uh... you saved us from falling out of the sky!” George quickly praised a very concerned Captain Underpants as he held onto him. 

“Yeah, who knew planes could be so dangerous?!” Harold let out a nervous laugh. 

They faced the still stunned audience. 

“Uh... ta-dah!” George threw a hand out and Harold copied him as Captain Underpants still held onto them. 

There was a moment of silence. 

Then the audience broke into thunderous applause. 

Billy quickly headed down and sighed in relief. Lisa and her family peeked out of the small orchestra pit and she smiled in relief. 

The boys waved and Captain Underpants smiled as the audience continued to cheer for them. He set them down and both boys took his hands before they took a bow before the audience and he copied them as the cheering continued. 

The curtains soon closed and they were left alone. George and Harold looked at each other and then back at Captain Underpants and started to laugh. 

“That was awesome!” George cried out. 

“You did great!” Harold praised. 

“I did?!” Captain Underpants asked. 

“Yes you did! They liked it!” 

“I guess you’re right!” Captain Underpants beamed with pride but then he asked “But are you two ok? What happened up there? That was quite a scare you gave me!” 

The question caught the boys off guard. They didn’t recall Captain Underpants ever showing concern about their own personal safety before. 

“Well the boards that we were on broke for some reason.” Harold looked up and saw the damage. “But we’re fine thanks to you!” He reassured Captain Underpants. 

“I hope that hole gets fixed before anyone else goes up there.” George admitted. 

None of them saw that Bernice was watching them. She had a very greedy look in her eyes, but there was also something dark hiding within them as she eyed Captain Underpants. 

Billy and Lisa noticed the terrible look in Bernice’s eyes and gave each other a worried look. They knew without question that Captain Underpants was soon to be in serious trouble. 

**Notes for the Chapter:**

> I was debating on what to do for this chapter and I did consider doing ‘I got no strings’ (and the boys would have dressed up as girls–yeah, sorry I denied you guys that). But I liked the alternate option because it fit better and I’m not a huge fan of making an AU be a word-for-word retelling and using ALL the songs. The visual of the boys posing for the grand finale with CU was part of the first idea and I’m glad I kept it in because it gave me more things to add onto to make it fit in/ improve the story. (Also being horribly negligent for employee safety might be in-character for Bernice any way).


	7. The Escape

Bernice let out a laugh as she counted the earnings for the show as well as the money that had been tossed to the stage. George, Harold, and Captain Underpants waited while Harold held onto the bag with the disguise tucked inside it until the woman was finished counting at her desk. 

“Well it looks like your little performance was a hit!” Bernice stacked the dollar bills together. “That walkway was a little set back, but I can get it fixed before tomorrow night!”

“So you’ll pay us, right?” George asked. 

“Yeah sure!” Bernice pulled three measly nickels out and handed it to the boys. Their excitement dropped when they saw how much they were given. 

“This isn’t the amount we were told you’d pay our friend.” Harold pointed out. 

“I said you’d get paid, I didn’t say you’d be dripping in diamonds!” Bernice snapped. “If you want more, you’ll have to come back!” 

“And pay us more than three nickels?” Harold asked. 

“No, you get paid a nickel each!” 

George and Harold looked at each other as Bernice took a drink from a flask. They were starting to reconsider their career plans and they knew full well that even if money probably didn’t mean much to Captain Underpants, this was still too little for his efforts. 

“Uh, as fun as this was, its not enough to live off.” George admitted as they pocketed the money and he took Captain Underpants’ hand. “We had fun and all, but we need to head home.” 

Bernice spat out her drink which surprised them but it almost made the boys laugh considering how it sprayed out of her mouth. “WHAT?!” She demanded. 

“We need to head back.” Harold told her, hoping that it would be enough of an excuse to get away. “We both have school and our parents will notice if we don’t get back.” He quickly lied, knowing that Bernice would take full advantage of them if she knew their true situation. 

“So it was fun while it lasted!” George waved as he and Harold lead Captain Underpants towards the door. 

“Then again, I might be willing to give you more in exchange for your friend!” The old woman quickly threw out. 

The boys stopped and turned around. “Wait, you want to _buy_ him?” George frowned.

“Like he’s just some object?” Harold didn’t like the offer. “Sorry, but no.” He shook his head as Captain Underpants tried to understand what was going on. Both boys were getting a very bad feeling about the woman and knew they had to get out of there fast. 

“Then where exactly did you find that puppet?” Bernice stood up and asked as Harold managed to open the door. 

“It doesn’t matter!” George shrugged. 

“So you didn’t find it in a nearby junkyard?” 

That was something that neither boy was expecting and they came to a stop. 

“What?” Harold asked. 

“What’s she talking about?” Captain Underpants asked. 

“I recognize that design!” Bernice snapped. “My son Jasper was having an adult sized puppet made just for me, but it was so stupid looking and barely worked! So I tossed the dang thing out in the junkyard the last time I was down here! So he’s technically mine!” 

“Wait, so Capt–I mean the puppet came from–?!” George stammered. 

As fast as lighting, Bernice grabbed Captain Underpants by the knot in his cape and shoved him into the wall behind her. 

“Wait!” George cried out, but the woman shoved the boys through the door and they stumbled out before she slammed the door shut and locked it. 

“Wait, what are you–?!” Captain Underpants protested, but then Bernice grabbed a huge metal type writer and struck him in the back of the head hard enough to make him crash to the floor. 

“NO!” Harold yelled and pounded against the other side of the door. 

“WHAT ARE YOU DOING?! LET HIM GO!” George yelled as he copied his best friend. He tried to pull the door open, but it wouldn’t budge. 

“WE’LL CALL THE POLICE!” Harold threatened. “YOU HEAR–?!” A pair of hands grabbed the backs of their backpacks and the boys yelled as they were pulled away from Bernie’s recreational vehicle. 

“Let me go!” 

“Stop!” 

“Shh, it’s just us!” They finally turned their heads to see Lisa and Billy as they tried to take them behind the stage. “Listen–!” 

“No!” George angrily pulled away from Lisa. “You both knew she was going to–!” 

“Shh!” Lisa clamped a hand over his mouth. “Not here!” 

Moments later when the kids were behind the stage by a sign that said _‘BREAK A LEG BUT PLEASE STAY SAFE AND GREAT!’_ the two performers finally let go of the boys. “Yeah, we knew she might do this.” Billy began. “If we had known earlier, we would have told you to get out while you still could.” 

“Did you know Captain Underpants was originally one of the puppets from this place?!” Harold demanded. 

“He did look a little familiar.” Lisa admitted. “Bernice would gladly keep him locked up as a big money maker and she won’t let him go free that easily. If she doesn’t treat us that well to begin with, it’ll be a lot worse for him.” 

“We’ll have to act fast if she’s going to lock him in her trailer.” Billy cautioned. “We’ll need to get the key off of her and scare her away.” 

“But we don’t know how.” Lisa admitted. 

The boys only had three seconds to know what to do. 

“Can we barrow one of the puppets again or do you have anything else that we could use?” George had a sly grin on his face. 

“Why?” Lisa asked. 

“We’ll do what we do best yet again.” Harold chuckled. 

“But first things first.” George noticed the sign next to them. 

Moments later the sign soon said _‘STEAK AND EGGS.’_

**** 

“Ugh,” Captain Underpants moaned and rubbed his head. “Wha–?” He then realized that he was stuck in a wooden cage that was large enough for him to fit, but small enough that it was a rather tight squeeze. “Hey!” He tried to push it apart, with his hands but it wouldn’t budge. He tried to push against the large wooden door but a metal pad lock kept it from opening up. 

“You know the last time I saw you I was so sure all the weather and termites would do you in.” He looked up to see Bernice sitting across from him with a large axe in her lap. “A stupid looking puppet that large was too much of a hassle to use on stage. There was no point in keeping you around.” 

“Hey, let me out I’m cramped in here!” He pleaded. 

The woman let out a nasty laugh. “And miss out on a chance to make lots of money off you now that you’re actually useful for once?! I don’t think so! I don’t know how it happened, but you’re alive and I’m not going to waste my chance!” 

“Then I won’t perform for you! I’ll escape one way or another!” He refused. 

“Then I don’t mind turning you into firewood!” Bernice smacked the handle of her axe against her hand. “Anyone who disobeys me gets punished pretty badly around here–they aren’t any different than when my own son and husband still lived with me. And believe me when I say that I won’t need to do much to keep you from escaping.” 

She smacked the handle of her axe into her hand as a warning. 

“Well evil doers get punished right back! It’s my job to defeat bad guys like you!” The woman stared at him for two seconds before she burst out laughing. “Those kids really made you think that you are a superhero! And I thought it was just an act! My God you must be the dumbest thing I’ve ever laid eyes on! You want to hear something hilarious?! My son was originally considering making you look like the brother he never had before I made him realize how stupid and creepy that was! That would have been something if you did look like one of my own, but if I had a grown son who acted as delusional as you, he would have been committed to the loony bin as fast as–!” 

There was a knock on the door. 

Bernice scowled and set the axe down in the corner of the room. “WHAT?!” She snapped as the knocking happened again. She snarled as she grabbed the handle and pulled it open. 

A cloaked figure with the face of a cow with hideously large eyes and horns stared back at her. 

“I’VE COME FOR YOUR SOUL!” A deep voice rang out of the cow as it held a shovel up. 

Bernice screamed and backed away as the cow entered the trailer. 

“DELICIOUS SOUL!” Another cow in a cloak and a shovel yelled as it entered the trailer. 

“SOULS!” Two more cloaked cows entered. 

“AH DANG IT I KNEW YOU COWS ALL COME FOR ME ONE OF THESE DAYS!” Bernice screamed as she hurried to get the axe, but one of the cloaked cows got to it before she did and picked it up. 

“I’M GOING TO GET YOU!” The cow roared and lifted up the axe. 

Bernice screamed and backed away until two of the cows ran after her. She made a beeline out of the vehicle as fast as she could and the same two cows went after her. 

“Ah don’t hurt me!” Captain Underpants panicked when he saw that two of the cows were in the trailer and were staring him down. “I swear I’ve never eaten any cows in my life!” 

“It’s just us!” George took the mask and cloak off as Harold did the same while still holding onto the axe. 

“Oh!” Captain Underpants sighed in relief. “I wasn’t scared one bit!” He lied. 

“Where’d she put the key?” Harold looked around for the key to the cage and George quickly rummaged through the desk. 

“Wait!” George looked at the wooden cage their friend was in, then looked at the axe in Harold’s hand. “Give me that!” He grabbed the axe and hurried to the cage. “Ok Captain, back away as far as you can! I’m going to cut the cage open!” 

Captain Underpants backed away and George swung the axe into the door as hard as he could. It didn’t break apart, but he was able to make a huge dent in the wood. 

Outside, Bernice was being chased down by the other two ‘cows’ and she was screaming her head off. One of the cows stepped on her cloak and she ended up tripping and falling onto the ground. 

Lisa hurried to get back up, but a knot in the cloak had become undone and fell off of her, revealing her identity to the old woman the moment she looked back. When she saw the familiar looking child wearing the cow mask, she stopped and angrily roared “Are you two trying to make a fool out of me?!” Then to Lisa and Billy’s horror, she began to head back to her recreational vehicle. 

“NO!” Billy protested as he ran to Bernice and tried to grab her, but the woman spun around and shoved him hard enough that he fell to the ground and Lisa let out a horrified gasp. The woman then ran the rest of the way back. 

George had given the axe another swing and the door to the cage was one more swing away from being broken completely in half. “You can do it!” Harold cheered. 

“OH NO YOU WON’T!” 

Harold felt something grab onto his backpack and he yelled out. George turned around to see that Bernice was pulling his best friend away. 

“HAROLD!” George dropped the axe and Captain Underpants watched as the boy hurried to pull Harold away from Bernice. “LET HIM GO!” He grabbed Harold and tried to pull back. However the enraged Bernice threw both boys against the wall as hard as she could. 

This instantly triggered something in Captain Underpants. With a determined glare, he turned his focus to the door to the cage and kicked it as hard as he could. It stood no chance, even with the padlock on it, and it swiftly flew right off its hinges. 

“If children aren’t easy labor, they’re just plain annoying!” Bernice roughly grabbed George and Harold and began to drag them by their feet towards the door. 

“HEY!” A voice snapped at her and she turned her head, only for her face to met the fist of a very angry Captain Underpants. The punch was so hard that not only did she fall to her feet, but the force was enough to break her nose. 

“Wait!” Lisa and Billy (both of whom no longer wore their costumes) swung the door open and were about to help out when they saw that the situation was already taken care of. 

Captain Underpants quickly dashed to the boys side and helped them up. All three ran out as fast as they could while Bernice moaned and clutched her bleeding nose as she scrambled to get back up. 

“Thanks for the help!” Harold thanked Lisa and Billy, who moved out of the way as he and the others made a run for it. The two soon had to run away from the door when Bernice stormed out of the vehicle. 

“Hurry!” George yelled as he and Harold lead Captain Underpants out of the outdoor theater area while Lisa and Billy watched them go across the street from a safe distance. 

Bernice let out a horrible sound as she began to race after them, but she failed to look both ways before crossing the street. She had only made three steps out onto the street before a large truck came out of nowhere and rammed into her. 

George, Harold, and Captain Underpants turned around and were shocked to see what had happened. 

Lisa and Billy had covered their eyes so that they couldn’t see the end result. 

**** 

The writer let out a triumphant laugh. “THAT’S WHAT YOU GET YOU HORRIBLE, ABUSIVE WOMAN!” She yelled out. “JUSTICE HAS BEEN SERVED!” 

“Ah, but you have just had a car hit a living person in a fan fiction intended for a young audience.” The Fan Fiction muse warned her. “Perhaps this was too much to show in-story for them?” 

“You do know something similar happened in the CU movie and it wasn’t fatal due to Pilkey logic, right?” The writer countered. 

“.....Carry on then.” 

***** 

Bernice had not died, but she practically went flying to the side and crashed to the ground where she appeared to still be breathing but was knocked out. 

All the witnesses sighed in relief. 

“Come on let’s get out of here.” George grabbed Captain Underpants’ arm as he and Harold lead him away. 

It wasn’t until five minutes later that the three came to a stop and were able to relax. “I changed my mind–I don’t think we should go into show business.” Harold confessed as he tried to catch his breath. “Anyone who cares more about money than the performer isn’t worth working for!” 

“Yeah, that lady was nuts! No one should let her be near children!” George agreed. 

“By the way.” Harold turned to Captain Underpants. “Thanks for saving us from her earlier.” 

“Just doing what I do best!” Captain Underpants smiled, though deep down he was still very upset by the idea that someone would try to hurt the boys. He didn’t like how he felt when he saw that happen and how badly he wanted to hurt the woman–he hoped it wouldn’t happen again. 

“Well, the show part was fun and Lisa and Billy were really helpful the entire time.” George admitted. “I don’t know if we’ll ever see them again after this.” 

“It was.” Harold agreed. “But hey, now we get to go back to the orphanage. I bet Harris didn’t notice we were gone the entire time.” 

“Sorry about the job not going well.” Captain Underpants apologized. 

“Hey it’s fine!” Harold tried to reassure him. “If someone tries to use you like that, or doesn’t pay you enough, then its not worth it!” 

“And we still have a second option.” George turned to Captain Underpants. “One of our friends told us–” 

There was a sound of police sirens coming from the distance and they sounded like they were getting closer towards them. 

“Uh, let’s get out of here.” George grabbed Captain Underpants and pulled him away as he and Harold headed back to the orphanage. 

The three continued on their way and headed down another street. Moments later something was thrown at each of their heads and it blinded them. 

“What the–?” Harold quickly pulled off what was thrown at him and saw that it was a black shirt. The other two also had something similar thrown at them and in the distance there were three figures that turned a corner and vanished into the dark of the night. 

“Uh, what just–?” George asked. 

“FREEZE AND PUT YOUR HANDS UP!” The three turned around to see two police officers hold out their batons. “YOU THREE ARE UNDER ARREST FOR THEFT AND BREAKING AND ENTERING!” One of them yelled as two police cars drove up to them. 

The three were cornered and the boys were both panicky and highly confused at the turn of events. 

“WHAT IS EVEN HAPPENING?!” George yelled. 

***** 

A night had passed. It was now twelve o’ clock in the day time and George and Harold were stuck in a jail cell alongside Captain Underpants. 

“Great, we’re both in fourth grade and already in jail!” Harold grumbled as he and George stared out the bars to their cell. 

“And there’s only one toilet but zero privacy.” George also grumbled. 

“I think it’s fine!” Captain Underpants was surprisingly chipper as he sat on the bottom bunk in the cell. “Oh hi there!” He waved to the cell across the room where a very grumpy looking man with a beard glared at them all. 

“If Harris finds out, she’ll kill us.” George groaned. 

“Or we could get expelled from school.” Harold added. 

“Also, since we already broke the fourth wall, I just want to ask one question–WHY ARE WE IN JAIL IF THIS DIDN’T HAPPEN IN THE MOVIE?!” George yelled at the sky. 

“Yeah, what gives?!” Harold demanded. 

**** 

“Actually in the original novel, the main character did go to jail for about six months.” The writer answered. “And all three of you went to jail too in both the cartoon and books, though not at the same time. So not only did I make that connection for you and the readers, but now I have to erase your memory so that you aren’t aware of the fourth wall or me and the person reading this right now. Which was how it was supposed to be until now.” 

**** 

“Oy, I’m afraid to know what’ll happen next.” George grumbled (while both he and Harold’s memories were altered so as to not be aware of the writer’s existence). Within thirty seconds of him saying that, the door to the cells opened and the sound of wailing broke the peace. 

“Alright pal, quit your whining!” One of the guards snapped as he dragged a skinny man into the cell room and tossed him into the cell across from George and Harold. The newcomer gradually stopped his wailing as the guard locked the door and went back into the other room. 

“Great, I’ve hit rock bottom! Again!” He loudly whined. “This is what I get for trying to turn my luck around and succeed in life–!” 

“Wait a minute!” George instantly recognized the man. “You substituted for our teacher last year!” 

“Oh yeah!” Harold also instantly recognized the man and (unfortunately) the wailing he made earlier. “What’s your name again?” 

“It’s Jerry and I–wait, I know you two!” The man recognized the boys. “You were the two comic writers! How did you get in jail?! Your parents must be worried sick out of their minds!” 

“Uh,” George nervously bit his lip. 

“I think we were at the wrong place at the wrong time.” Harold admitted. “But we didn’t do it.” 

“Hi one-of-George-and-Harold’s teachers!” Captain Underpants cheerfully waved at Jerry, whose eyes widened at the sight of the puppet and he pointed at him as he tried to say something. 

“He’s just a friend–it’s a long story!” George quickly answered. 

“I saw him at the show last night!” Jerry recalled. “Actually I saw you two there too! That was a lot of fun!” He smiled at them. “You guys did good!” 

“Thank you!” George beamed as Harold smirked with pride. “I wrote the script for our performance!” 

“So why are you in jail, Jerry?” Harold asked. 

“Well I recently got a new job as a salesman.” Jerry began before he let out an awkward laugh. “But it turned out that they gave me counterfeit money! Not only that but the business was just a front for an illegal fireworks company that I swear I had no knowledge of and–OH JUST FACE IT, IT WAS DOOMED TO GO WONG!” He suddenly bursted out. “WHY?! WHY MUST I BE A COMPLETE AND UTTER FAILURE?!” He wailed. “WHY?!” 

The boys nervously backed away from the cell bars as Jerry’s unfortunate cell mate shot him a death glare and looked ready to beat him up. 

The door to the cells opened up again and the cop came to George and Harold’s cell door with a ring of keys. “You three are free to go.” 

“Wait, really?” Harold asked as both his and George’s faces lit up. 

“None of your fingerprints matched up with the ones at the crime scene and the timing of the whole thing didn’t add up.” The cop unlocked the door. “Sorry for the trouble, but I hope this’ll teach you both not to get involved with crime in the future.” 

“Trust us, we don’t want to.” George assured the guard. 

“And I’m a superhero so I should be putting the bad guys in jail myself!” Captain Underpants boasted. 

“Right.” The cop raised an eyebrow at the puppet as Jerry still wailed behind him. 

“Thanks for letting us go!” Harold waved as he, George, and Captain Underpants hurried out. 

**** 

“You think we’ll make it back to school on time?” Harold asked George as they walked away from the jail while a disguised Captain Underpants followed them. 

“Probably not.” George shrugged. “But I don’t think we should tell anyone that we were in jail.” 

“Yeah, we need to work on a good lie that’ll save our necks.” Harold admitted. “Think you can come up with a–” His voice trailed off as he and George came to a stop when they saw a certain building behind a chain link fence in the distance. 

It was one of the factories in town, but it wasn’t just any factory. It was the one that had been abandoned and was half destroyed. It was _that_ factory. 

The boys could do nothing but stare at the remains of one of the worst moments in history for the town. It was a symbol of one of the worst moments in the history of their own lives. 

“Hey guys, why’d we stop?” Captain Underpants asked. He walked around the boys and noticed how quiet and strange they looked as if they were seeing a ghost. 

“The factory...” George could only murmur. 

“What’s so bad about that place?” Captain Underpants wondered as he looked back at the factory. “Is it the lair of some fiend?” 

“It might as well have been.” Harold mumbled. 

“So it is! Then we should–!” 

“No it’s not!” George angrily snapped. “That was where our moms–!” He froze up, but it was too late. He and Harold both remembered the events of the previous year. 

**** 

_“Oh my gosh, that was perfect!” George laughed as the boys recounted their recent successful prank after heading home. “I knew all that baking soda was going to work!”_

_“And the way it all flung out!” Harold laughed. “The looks on all their faces! Especially Melvin’s! He must of–!” He noticed that George came to a stop before they even reached their houses. “George?”_

_George saw that his mom was home early. She was sitting on the porch steps and held a letter in her hand as her head hung low. He instantly knew something was wrong._

_Harold could only watch as his best friend slowly approached Barbara. He watched as Barbara raised her head as her son gave her a questioning look–he didn’t like how empty the woman seemed. She reached out to hold George’s cheek and it took her a few moments before she grabbed George’s hand and silently pulled him inside. George’s face went from questionable to afraid as this happened._

_Harold was too afraid to follow his friend. He sensed that whatever happened wasn’t good._

***** 

_“Are you going to make another Captain Underpants comic?” Heidi asked three days later as the boys sat together in the Hutchins’ living room and did some late night homework._

_“We will, it’s just–” Harold turned to George who hadn’t spoken a word in days and stared off into space. “We just need the right story. I promise he’ll be ready when we are.”_

_“When’s Mama coming home?”_

_“Soon–George’s mom is going to pick her up.” He reminded her, though he found it odd–what was taking so long?_

_There was a knock at the door. George snapped out of it and watched as Harold got up to open it. The blonde frowned when he saw through the window that it wasn’t his mother or Mrs. Beard, but a co-worker of Grace’s. He opened the door and was startled to see that the woman had ash on her face and clothes._

**** 

“Where what?” Captain Underpants was curious. 

“Don’t you know–?” Harold asked but then remembered. “Right... you don’t actually know us that well... or...” 

“When our country got involved with the war, my dad decided to sign up a month or two after Pearl Harbor was attacked.” George began. “He thought being a soldier could earn him more money for us and they needed mechanics anyway. He wasn’t ideal for actual combat, so he thought there wouldn’t be too much of a risk.” 

“My mom worked at the ammunitions factory here in town.” Harold added. “Actually a lot of women worked at the factory, including some of our classmate’s relatives.” 

“And my mom was a teacher. She just got a new job after being jobless for a long time.” George added. 

“Oh, you mean that war that I hear everyone mention?” Captain Underpants asked. “So your parents helped?” 

“However they could.” George nodded. 

“But the factory was run by someone who cared more about money than his workers.” Harold continued. “Mom always complained that he seemed to be cutting corners and disregarded everyone’s safety. One night, he made a lot of people work longer than they needed to in order to get everything to the troops on time.” 

“And my mom drove over to the factory to pick up Mrs. Hutchins.” George added. “She didn’t wait in the car–she went right inside because she wanted to give the boss a piece of her mind, but he wasn’t even there.” 

“That night... there was an accident.” Harold’s voice slowed down. “No one knows what exactly happened, but there was a huge explosion and...” 

The boys were silent for the longest time.

“Oh,” Captain Underpants understood. There were many things he didn’t understand about the world, but he understood what death was. “That’s... unfortunate.” His voice dropped and sounded less over-the-top than it usually did. 

“Dad... I was told that he and a few others tried to help a group of people get out of Europe and escape to America where it’d be safer.” George was starting to shake. “He was trying help them get away from the bad guys. But... they were sh–” He stopped for a very long time and had to take a deep breath. “He died. They died too. Only two of the people he and the others tried to help managed to escape.” 

Captain Underpants didn’t know what to say. He never considered why the boys lived in the orphanage and he now realized that he didn’t know them as well as he thought. He was able to see the quiet pain in their eyes as they recalled the memories of when their lives had ended. 

“Well maybe I could help end the war!” He tried to reassure them as his voice went back to its usual cheerfulness. “Then everyone could go home! Maybe I could save the other people your dad was trying to help!” 

He didn’t understand the look the boys gave him in that moment–the look of knowing something horrible that could destroy all innocence. 

“Captain Underpants, I know you want to help people, but you wouldn’t be able to do that.” Harold admitted. “No matter how much we want it over and done with, one person couldn’t end it in one day. Not even with superpowers.” 

“And the other people are probably...” George hesitated. He then sighed “I’m pretty sure they’re dead too.” 

“So please don’t do anything crazy like try to get involved with the war, ok?” Harold pleaded. “Trust me, I don’t think you’d like it.” 

“I promise I won’t.” Captain Underpants replied, even though he still wasn’t sure why the boys were so against it when there were clearly many people who’d need help. 

**** 

The boys helped sneak Captain Underpants back into their room where Heidi was already waiting. They did it just in time as they soon heard someone come up the steps. 

“Where were you boys?” 

George and Harold flinched and turned around to see Harris glare at them as she finished coming up the steps. 

“We were at school–?” Harold began. 

“Because I got a phone call telling me that you two were missing and I had to lie to save my own skin!” Harris snapped. “It’s bad enough when I hear that you two keep getting in trouble with your pranks, and now you’re ditching school?!” 

“Some things happened and we kind of got in trouble.” George tried to explain himself. 

“You know what this could cost me?! I’m not going to lose my job over a bunch of delinquents who want to goof off! I’ll gladly send you somewhere where discipline is far stricter if you keep this up! Maybe in a different town or county if I have to!” 

“You can’t do that!” George protested. 

“You can’t separate me from Heidi! She needs me!” Harold shouted. 

Meanwhile Captain Underpants could hear every word from behind the door. He didn’t like that the woman was yelling at the boys. He began to head towards the door (and was going to give her a piece of his mind) when he felt a tug on his hand that pulled him back. He looked down to see that Heidi was tightly gripping his hand and for once the little girl looked very afraid. As the woman continued to yell outside, the child shut her eyes and clasped her hands over her ears while still holding onto his hand. 

For once, he ignored his need to save the day, even though he had no idea why Heidi stopped him. He stayed right beside her. 

“Maybe you two delinquents should think about what’s more valuable to you! I’d make you do more chores, but since I have Edith for that, maybe I should confiscate your comics and materials for two weeks!” Harris informed the horrified boys. 

“Mrs. Harris?!” The boys and Harris saw that Edith came home and she was just as shocked as they were. “But that’s too harsh! I don’t mind if they–!” 

“My place, my rules!” Harris snapped, causing the woman to back off. “Now how about you two go in and give them to me?!” She demanded at George and Harold. 

The boys sighed and went into the room. They ignored Captain Underpants’ worried glances as they took the comics and boxes of pencils, paper, crayons, and what not. When they went back out, Harris turned to Edith and commanded “Lock them up wherever they can’t reach and I better not find out that they got into them or that you returned them behind my back!” 

“Yes.” A huge part of Edith died as she reluctantly took everything from the boys. She quietly mouthed ‘I’m so sorry’ to them and headed away. 

The boys went back into their room and closed the door. They both sat on Harold’s bed and quietly sulked. 

“Hey, why didn’t you let me stop her?” Captain Underpants asked Heidi. “I thought you said she was a bad guy. I could even get the comics back–” 

“Don’t.” George flatly told him. “Just... just don’t.” 

“But I–” 

“He said ‘don’t.’” Harold said. “Right now we just–” He sighed as Heidi came up to him. “Please don’t try to get them. We don’t want things to get worse right now.” 

“She won’t separate us, will she?” Heidi nervously asked Harold. “Harold?” 

Harold didn’t answer. Instead he quietly drew his sister into a silent hug that she returned. Though what both he and George secretly wanted in that moment was for things to be normal again. They wanted to be back in their own homes, with their parents alive and well, and for them to hug them once more. They wanted things to feel right again. 

**Notes for the Chapter:**

> This was such a ‘mood whiplash’ chapter. I don’t have much to say for this one. There was going to be more to Bernice’s backstory, but I couldn’t do it since I felt the way the specific subject was treated might of been too harsh. But getting revenge on her WAS satisfying.  
> Now for the funny stuff: In the original Pinocchio story, he DID go to jail. I thought using that would add to the story since similar instances happened in the show/cartoon. Also, I don’t really care too much for Jerry, even if some people like him... but he sure is very easy to write.  
> Nickels were worth more in the 40s, but yeah its still not even minimum wage.


	8. Second time

**Notes for the Chapter:**

> Researching info about money and inflation is tricky because five dollars back then is supposed to equal a LOT more nowadays. (And I’m not the best at math).  
> I just realized that Stanley’s dad kind of has a punny name like many others because ‘Mr. Peets’ almost sounds like ‘Missed the Beats.’ Almost.

“Ok, there better not be a catch for this one too.” George quietly whispered to Harold as they headed to Stanley’s family farm. 

“Hey, everything is still fine, right guys?” Captain Underpants asked as he trailed behind them while wearing his disguise once more. 

“Yeah, it is.” Harold lied and waved a dismissive hand. 

“Yes.” George also lied. 

Getting in enough trouble to have their own comics and comic making materials confiscated was unpleasant for the boys. At least they could still use what they could find at school, work on the comics during free time, and hide them in their desks. 

Knowing that they were at risk of being sent somewhere that could be more terrible than the orphanage and be separated from Heidi if they weren’t careful was worse. They knew that had things been normal–as in if Captain Underpants hadn’t been around–the day would have gone down differently. They could still be more care-free. 

They kept those thoughts to themselves and tried to focus on their other option. 

When they finally reached the farm, they were met with an endless sea of different kinds of vegetables. Most of them had been picked while others were almost ready for the upcoming holidays. 

“Hey, you came after all!” Stanley greeted them when they approached him. Beside him was an equally sweaty man who was clearly Stanley’s father. “Oh so that’s the friend you mentioned!” He noticed Captain Underpants and waved. 

“Ah it’s a pleasure to meet one of George and Harold’s friends!” Captain Underpants waved. “I’m–!” 

“So we were told that you were hiring and we wanted to get our friend Benjamin a job!” George loudly cut off the puppet before he could accidentally reveal his identity. 

“Stanley told us about the job and we filled him in!” Harold added. 

“Well its a long job.” Mr. Peets warned them. “I usually hire two at a time for Monday through Friday and the early night spot was already taken. He’ll have to have the twelve to six shift. It’s pretty boring if nothing happens, but I expect the lookout to stay alert. I also tend to pay a little more for that shift, so I don’t want him sleeping on the job.” 

“So what exactly do you do again?” George asked. 

“Just keep an eye out on the crops and either scare off any intruders or give us an alert if there’s more than a few. Since Thanksgiving is a few weeks away, I expect a lot of stealers for awhile.” 

“Oh that’s easy!” Captain Underpants saluted the farmer. “You can count on me!” 

**** 

“Yeah, this isn’t so bad!” Captain Underpants declared as he sat in the lookout tower that night. He had resumed his preferred outfit and kept a vigilant watch for anything suspicious. 

Though he had to admit that he didn’t like the silence. It was true that it was easier to pick up any strange sounds, but he was so used to some sort of activity. Also, this was pretty much the first time that he was all on his own and it felt rather strange, but he didn’t mind it too much. 

“I can do this!” He told himself. 

****An hour later**** 

“I still can do this!” 

**** Yet another hour later**** 

Captain Underpants felt himself begin to doze off. He almost fell asleep until he saw movement amongst the crops in the distance. 

“Ah-ha!” He shot up and grabbed a flashlight. “There are the nefarious villains!” He ran and hopped onto the safety railings of the tower and leapt off while under the assumption that he’d fly right towards them. 

He promptly crashed to the ground in less than a second. 

“If I can’t fly, I shall run!” He declared as he leapt up out of the crater he made and raced towards where he saw the movement in the crops. 

Meanwhile a group of teenagers were trying to steal some corn off the stalks. The sound of someone yelling alerted them and they turned around to see what they thought was a large, half naked doll running right at them. 

“You are not allowed to be here, young villains!” Captain Underpants loudly declared. 

The teenagers made the one smart decision that they made that night–they screamed and ran off. 

Captain Underpants chased them to the edge of the crops and watched as they hoped the fence and ran away. “Say, this isn’t so bad!” He decided. 

Time passed, but nothing as exciting as the teenaged intruders happened again for the rest of the shift. Eventually the sun began to rise and mark the end of the long, lonely night. 

“Well you did alright.” Mr. Peets grinned at Captain Underpants (who remembered to throw the disguise back on in time) and he held up five dollars. “I’ll pay you upfront for your first night.” 

“Thank you!” Captain Underpants beamed as he accepted the money, though he was feeling very tired and it was hard to focus. “Uh, say–can I sleep here for a bit?” 

“Why you certainly can!” Mr. Peets answered, but then his smile dropped when Captain Underpants crashed to the ground and fell asleep. “Yup–night shifts always gets the first timers.” He nodded. 

**** 

“That’s incredible!” Harold voiced how impressed he and George were when they were shown how much money was earned for one night on the farm when Captain Underpants met them on the way back from school. 

“We could hide what you earned in our room so no one can get to it.” George reassured Captain Underpants when he and Harold lead him back to the farm. 

“Yeah, that was way more than just a nickel!” Harold agreed. “You can spend it on whatever you want or save it all up for something good!” 

“I’d save all mine up for new prank supplies!” George dreamily thought. 

“Or lots of candy.” Harold added. 

“So if I did a job, will that help me?” Captain Underpants asked. 

“Well the thing is you have to do this for four nights, so you’ll have to go back.” George told him. 

“We might not be here to help hide you in the orphanage, so you might have to do this for awhile.” 

“If I become real, would I not have to hide any more?” Captain Underpants asked. “I guess.” Harold shrugged though her and George honestly were not sure. 

**** 

It was yet another night in the look out tower that went on for quite awhile for Captain Underpants. He kept an eye out as he spoke to himself. 

“You know it’s so weird. I know I was raised on a farm, but I don’t recall if I was raised by two dads or two dolphins. Come to think of it, I only have a few memories of being raised on a farm. Did I grow up too fast?” He shrugged. “Oh well!” 

There was movement in another area of crops. “Ah-ha! More evil-doers!” He grabbed his flashlight, but this time he chose to walk down the steps instead of jumping off the tower. 

He ran fast and–sure enough–there were two heavily covered men trying to pull some winter squashes off their vines and stowed them in a bag. “Ah ha, you squash thieves! You better drop them before I squash you!” He enthusiastically warned them. 

They both took one look at him and laughed. 

“What kind of nut jobs are these people hiring?!” The first thief chortled. 

“Is the farmer ok with you not wearing any clothes, pal?” The second thief asked. 

“This is my hero attire and I do my best work while wearing it!” Captain Underpants replied. This only made the thieves laugh at him some more. 

“Alright, look pal.” The first thief decided as he pulled a crowbar out of his bag. “How about you let us take what we want and we’ll pay you for it. Otherwise this won’t end well.” 

It didn’t end well; Both thieves found themselves getting tossed over the fence. 

“I don’t take bribes from bad people!” Captain Underpants boasted as he picked up the bag of stolen vegetables. 

***** 

The next morning, Captain Underpants quickly put on his disguise and was so exhausted that he went to sleep at the farm again. When he woke up, he headed back to the orphanage and looked forward to hearing the boys’ reaction to what happened the other night. 

He finally came upon the orphanage and was about to sneak into the backyard when something unexpected made him stop–Edith was washing the windows on the outside of the building. To make matters more difficult, she was in the backyard and he was unable to sneak in. 

Edith managed to get back early, but Harris decided to make her wash the windows of the first and second floors, which was not a very safe task. Still, she had no choice but to change into an old shirt and overalls, put on some rubber gloves, and pick up all the cleaning supplies and a ladder that had seen better days. She was now washing one of the windows on the second story and she sang to herself as she wiped down the window. 

_“I have always placed you far above me. I just can’t imagine that you love me.”_ She sang. _“And after all that is said and done, to think that I’m the lucky one. I can’t believe that you’re in love with me.”_

Her secret admirer was debating on what to do. On one hand he knew that the boys said that they would arrange another meeting, but on the other he really wanted to see Edith again. 

Edith then accidentally dropped the rag she was using and let out a curse when it landed on the ground. 

“I can get that for you!” Captain Underpants automatically offered before he knew what he was doing. 

Edith turned around and was startled to see a very familiar face. She was even more surprised to see him go over the fence with ease. “Benjamin?!” 

Once he was on the other side, he hurried to the bush and took the rag. “Hah! I’ve saved the day again!” Edith couldn’t help but chuckle and walk down the ladder as he handed the rag to her. 

“I didn’t think I’d see you so soon!” Edith tucked her hair behind her ears. “What are you doing here?” 

“Well I–!” Captain Underpants stopped. What was he supposed to tell her if she wasn’t supposed to know everything? 

“Yes?” 

“Well I can’t lie–I was going to see the boys!” He decided to say since it was truthful in a way. 

“The boys? Oh you mean George and Harold!” Edith smiled. “Well that’s nice of you. You know you’re the only adult I know that they seem fine being around. They haven’t done well with the others, especially at the school.” 

“Oh?” That surprised him a little, but he thought back to what happened a couple days ago. “Well I suppose I could see how. I’ve encountered a few unsavory individuals who haven’t been nice to children.” 

“It’s nice that those two seem to trust you.” She admitted. “After all that they’ve gone though. A lot of children are missing their parents during this time, but they had it the worst.” She frowned before she changed the subject. “How is being in town going for you?” 

“Well I was able to get a job it was a success!” He grinned. “I was able to earn money! It was boring most of the time on the first day, but I did it!” 

“Oh good for you!” She beamed. 

Edith continued to work as Captain Underpants told her everything about the new job. It helped make the job enjoyable for her since he explained everything as if it were part of an epic story. Eventually they found themselves talking about other things and she couldn’t believe how easy it was to speak to him. Whatever she talked about, he would give her his full attention instead of brushing her off or change the subject to something that would interest him more. 

Time passed and it wasn’t long until the kids came back and when George and Harold returned they stopped in their tracks when they saw the two talking. 

“Oh no, what do we do?!” Harold panicked. 

“Wait, let’s see how this goes first.” George advised as the two hid themselves and eavesdropped. 

“Maybe one of these days I can show you the other parts of town–that is if you aren’t busy.” Edith offered. 

“That would be wonderful. By the way, you look adorable in those overalls!” Captain Underpants complimented her. 

Edith blushed. “W-well I–! Ah, these aren’t much!” She nervously chuckled. Her eyes drifted from the man’s face until she noticed that he still wore the white gloves on his hands. “Why do–?” She was about to ask, but she didn’t know if asking about the gloves was ok. 

“Yes?” 

“Do...” She didn’t want to bother asking about it so soon. Her mind began to wander until she thought of the other day. “Did you ever have to do something that you knew was the wrong thing?” 

“I don’t think so.” He shrugged. “Why?” 

Edith sighed and sat down on the ground. “The boys got in a bit of trouble and Harris told me to take away their comic books for the next two weeks. I can’t sneak them back to them because she might kick me out and I don’t have anywhere to go that I can afford.” She let out a bitter laugh. “I had to play the bad guy and now they probably hate me–” 

“You aren’t the bad guy!” He quickly protested. He sat beside her and carefully grabbed her hand as he continued “From what I know of you, you are a very caring individual. A bad guy isn’t what I think when you come to mind. I see a kind, lovely, hard-working person who has a fantastic laugh, the loveliest blue eyes I’ve ever seen and–!” He realized he was starting to tell her more than he was ready to and the red in her face grew to a deeper shade. It made her cute freckles pop out even more and made her look more lovely. 

“And... I...” He let out a nervous laugh. “Believe me Miss Edith. I’m sure that they don’t hate you–in fact I know it because they’ve never said an ill word about you and they have your well being in mind. You are _not_ a bad guy–in fact, I think you have the makings of a fine superhero.” 

The boys silently thought to themselves. They didn’t blame Edith for her part in what happened on Tuesday, but they had forgotten that she was hurt by the whole incident too. They weren’t expecting Captain Underpants to be so thoughtful or to be able to see more than what he automatically thought he saw. 

Edith smiled as she gently held his hand right back–it practically covered her own entire hand and with both gloves in the way, she couldn’t feel his. Yet the way he held her hand felt comforting and reassuring. “Well, it’d be nice to be a Superman instead of a Lois Lane.” She told him as she looked into his eyes. 

The two stared at each other. 

“Is it too soon for kissing?” George whispered to Harold and shuddered. “Because I think that’s what’s going to happen.” 

“Right.” Harold stuck his tongue out. Then it hit him–if that did happen, Edith would instantly know that ‘Benjamin’ wasn’t made of flesh and blood. 

“HEY!” He jumped up and half-scared both Edith and Captain Underpants. “So how’d it go?” He asked as George stood up. 

Neither boy was expecting the slightly unhappy look in Captain Underpants’ face over being interrupted. Edith herself wasn’t happy about being interrupted either. “Uh... well... It was another successful night.” He told them. 

“Awesome!” George gave him a thumbs up and Harold smiled. 

Edith sighed and got up. “Well, I need to get dinner ready soon. It was nice seeing you again Benjamin.” 

“It was nice seeing you too, Miss Edith.” Captain Underpants agreed. 

***** 

“Despite the setback, we should be able to finish the next comic book in time.” George thought out-loud as he and Harold lead Captain Underpants back to the farm. 

“Yeah, and making a new story instead of trying to re-make the other one helped.” Harold agreed. 

“Have you thought about what you’d use that money for, Captain Underpants?” George asked. 

Captain Underpants didn’t respond. 

“Captain?” Harold asked as he and George looked back at the puppet. For once he appeared lost in thought and seemed to be a bit worried. 

“The Blue Fairy said that if I become real then I can stay, right?” He asked. 

“Yeah.” Harold shrugged, though he and George had no clue what they would do if that ever happened. 

“So if I become real and I can stay, then I could see Edith more, right?” 

The boys instantly understood. 

“I suppose.” George admitted. “You have a crush on her don’t you?” 

“Wh-what?” Captain Underpants stammered. “W-well I–I mean–well I like her very much!” 

“You know, you certainly have the ‘truthful’ part down.” Harold pointed out. “You tend to be very honest.” 

“Well I am certainly not a liar!” Captain Underpants put his usual bravado back on and placed a hand over his heart. 

“Well, if you both plan on doing something with her, you need to let us know so that we can make sure that nothing can go wrong.” Harold advised. 

“We’ll see what happens, but you have to remember to be careful.” George warned him. “It’ll still take a lot of work to make you real.” 

“Yeah, so you have to remember to not always be impulsive or just run off.” Harold added. “You got to follow your conscience.” 

“Right!” The puppet nodded. Though when the boys continued on and he followed behind them, he wondered again. Everything he did was because he needed to do the right thing or to be the hero he was supposed to be. There was no way he could mess up, right? He always followed his conscience and it told him to save others. 

He thought of Edith. Before today, his instinct towards her was to get to know her more or to see her again. He was able to do so and the selfish part of him wanted to see her more. Another part of him couldn’t help but wonder–would she rather be with someone who _was_ real? Was that why the boys kept him from seeing her much sooner? 

For once, he began to feel a bit self-conscious and he wasn’t happy about it. So he forced a cheerful smile and kept going as he tried to push those thoughts out of his head. He looked at the boys talking to each other in excitement about their new comic. It’d be nice if he could do something for them. Even if they made him do things he didn’t like such as wearing clothing, they did save him from bad guys more than once. It would have been nice if he could do something for them. 

**** 

Edith hummed to herself as she finished cutting up the vegetables and stepped outside of the kitchen to take a break the next day. The children were on break out on the playground and she could see other teachers enjoying their freedom out in the halls of the school. 

“Oh Edith!” Ms. Leed–one of the third grade teachers–smiled and waved at the lunch lady. “How’ve you been?” 

“Fine.” Edith shyly smiled back. “Just busy as always, you know.” She usually kept to herself and she felt a little envious of the teachers for not needing to take a second job or for having the confidence to say no when it mattered. Unfortunately it was no secret amongst some of the staff that she had to take on a second job of sorts but luckily they didn’t know exactly where. 

“Yeah, sometimes it looks like you need some fun.” Leed admitted before she began “You know, I heard that Pleasure Island opened up again.” 

“Pleasure Island?!” Edith jolted at this–she was familiar with the stories about the infamous island. “But I thought it shut down and–” 

“Well it didn’t. I know a friend who knows a friend who will go with her friends tonight.” Leed smirked. “You just need to find the right person who knows where to go and swear under oath not to tell a soul about it. Think about it–a night all to yourself with all the drinks you could ask for. A night free of kids or bossy employers. A night where a lot of handsome single men with money will be there–and I hear they’ll come from miles around.” 

“I’d rather not.” Edith shook her head. Most of what she heard about the island was _not_ her idea of fun. While a part of her was curious, she also had a very bad feeling in her gut about the whole thing. “And I’m not interested in meeting any men who will–” 

“Wait, you’ve met someone then? You finally got yourself a boyfriend?!” 

“Oh! Oh no! We’re just friends!” Edith quickly corrected. “But he’s so confident and sweet, and he has a wonderful smile and his eyes are so...” Her voice trailed off as she thought of Benjamin. 

She hadn’t been able to stop thinking about him since she first met him. Everything about his personality and quirks made him so wonderful and she enjoyed being with him. Also he was an _actual_ person. She didn’t want someone who’d be too good to be true–someone who had money and looks but no heart or emotion. She wanted to see Benjamin again and get to know him more. 

“Well if he doesn’t know, you should tell him!” The lady smirked. 

“Oh, I don’t know–it’d be too soon if I did.” Edith admitted with a blush. “Besides I’ve only hung out with him twice.” 

“Well, he sounds like a keeper.” Leed grinned. “You better say something before someone else takes him. And think about what I told you–you could use a night off. Say the word and I’ll get you set up.” 

As Leed walked away, Edith felt that bad gut feeling again. If the rumors were true, then she had no desire to go to the island. It just wasn’t her kind of place. 

“Miss Edith!” Heidi hurried through the hallways, surprising the woman. “I have something for you!” She smiled and help up a slightly wrinkled up piece of paper for her to see. 

“Oh?” Edith took the paper and read it. 

_“Could you help me with something tomorrow? I want to do something for George and Harold.”_

“It’s from C–I mean its from Benjamin.” Heidi very quickly corrected herself before Edith could catch the mistake. “It’s ok, I know him! He wanted to tell you in person, but he gave me this instead!” 

Edith couldn’t help but smile. Heidi watched her reaction and she couldn’t help but giggle. 

**** 

In a laboratory far away from the town, a scientist was busy creating a new type of formula. He had just added the final ingredient and shook the contents of the vial up before handing it to one of his assistants. 

“If you drop that you can expect a deduction from your salary!” He snapped with a temper that was as short as himself. 

“Yes Professor.” The assistant nodded and took it out to another room. 

The professor watched from a window as the assistant took the vial to a large pool of water where a miserable looking whale was resting. The nearby telephone suddenly rang and he let out an angry growl before he grabbed it. “I’M IN THE MIDDLE OF AN EXPERIMENT! THIS BETTER BE IMPORTANT!” He snapped into the phone. 

“Come by tomorrow–I have something to show you.” The voice of M.B. Sneedly cut to the point. 

“Ugh, fine.” The professor huffed before setting the phone down. He turned back to the window and watched as the assistant poured the contents of the formula onto the whale. The whale started to give off a purple glow and suddenly grew three feet longer. 

“Excellent.” The professor rubbed his hands together as his glasses glinted with glee. Two tuffs of hair stuck out on opposite ends of his head and the way his shadow was casted on the wall behind him made him look less of a man and more like a demon. 

**Notes for the Chapter:**

> Wow this fic is going faster than I thought. Then again, I have too much free time on my hands at the moment.  
> As always, it is such a delight to write interactions between cute couples.  
> The thing with the farm takes inspiration from the original Pinocchio story (long story short–he’s forced to be a replacement for a guard dog.) It worked surprisingly well.  
> I’m going to be busy for the week so I don’t think there will be any new chapters for awhile. Keep an eye out for when the next one comes.


	9. An invitation to temptation

That morning, M.B. sat across from his colleague in the lab after the short man came to town via a personal plane he had built himself. “Professor.” M.B. began as they drank coffee together. “I take it that what you were working on is going well.” 

“It was off to a promising start.” The Professor recollected as he sipped his coffee. “Unfortunately there was a set-back.” 

****The previous night**** 

_“Professor!” One of the assistance yelled. “Something’s gone wrong with the formula!”_

_The professor sighed and turned around. He almost jumped out of his seat when he saw something dark grey and purple colored expand outside his window and then there was a large crash that made everyone scream._

_The dark grey and purple thing had broken a hole in the laboratory and it fell out through it. Moments later there was a colossal splash as it fell into the ocean. Many hurried to see where it had gone, but it was too dark outside and the water was almost pitch black so no one could see it swim off into the depths._

****Present**** 

M.B. worried. “The whale grew in size and fell into the ocean? But won’t that–?” 

“If my guess is correct, it should wear off sometime in the next two days.” The professor shrugged. 

“But you said that one side effect causes increased aggression. What if it tries to–?” 

“Oh our boats are too large for it, but it’d be a different story if it was a smaller boat. Besides I flew by plane and I already gave out an anonymous warning that the waters wouldn’t be safe for boats to be on for a few nights so I don’t have any worries. Especially if there’s a chance of getting spotted tonight.” He finished his coffee and looked at the younger man. “Now what is this visit for?” 

“This.” M.B. pulled out a vial containing a sliver of wood from a certain puppet. “Melvin and I caught an artificial life form about a week ago. He was made entirely of wood, but there was unknown particles in it that I was able to extract and couldn’t identify. Its almost like electricity and the cells in the human bodies combined, but its more powerful than that. Whatever is keeping him alive could change the world of science as we know it. It’s almost like magic if it were real.” 

“Oh?” The Professor raised an eyebrow. 

“The problem is that the particles already died out, so I’ll need to find him again and keep him locked up in order to learn more.” M.B. smiled. “Of course, he might be easier to collect if I can get him to the island. He’s so stupid that it will be easy to get him as long as those two boys aren’t there too.” 

“Hmm, and if it doesn’t work?” 

“I’m sure you’ll want this one at the island. After all, if he’s not made of flesh and blood like us, then he’d be perfect for–” 

“Huh?” They turned to see that Melvin had entered the lab and was looking at the unfamiliar looking man of short stature, glasses, and two tuffs of hair that stuck out as if he had horns. 

“This was who I was talking about, Melvin.” M.B. gestured to the man. “Melvin, this is my colleague, the Professor.” 

“Hi?” Melvin waved. The man certainly looked like a scientist. 

“Charming.” The Professor commented. “He looks exactly like if he was your younger self.” 

“We get that a lot.” M.B. answered as Melvin sat down. 

Melvin realized the man spoke with a German-like accent. “You aren’t from Germany, are you, Professor?” He felt uneasy at the idea after hearing many terrible stories from that country during the war. “What side do you work for–?” 

“Hah! Like I’d work for either the Axis or the Allies!” The Professor snorted. “And they call _me_ a mad genius! I’d rather let them destroy each other! No my boy, my homeland and I are as neutral as Switzerland.” 

Melvin felt a bit relieved at this. “Oh alright then. So Professor, why are you here in town?” 

“It’s ok for him to know, right?” M.B. quickly asked with an odd, secretive tone of voice that made Melvin suspicious. 

The Professor looked at the boy and shrugged. “Eh, I don’t think he’d have any problem if what you told me was true.” 

“What?” Melvin asked. 

“You know about Pleasure Island, Melvin?” M.B. asked. 

“Yeah, a lot of kids have heard about it. Why?” 

“I was able to reopen it.” The Professor smirked. “Word spread fast and we already had a lot of visitors.” 

“I never heard about that.” Melvin admitted. “But I thought the county shut it down years ago. There was a lot of illegal stuff that happened–” 

“The county doesn’t know and it doesn’t need to. Especially since its only a temporary stop for my side business.” 

“Side business?” 

“I’ve been helping the Professor collect stupid adults.” M.B. told Melvin. “Adults who are easily swayed into temptation, are looking for a fun time, refuse to work, or who pointlessly hate others who are of a different religion or culture, or even–” 

“And I was able to collect a lot of them in Europe.” The Professor chuckled. “Even America isn’t really that different.” 

“So... you need them for test subjects?” Melvin asked. 

“Well...” M.B. gave Melvin an unpleasant smile. “Go ahead and tell him, Professor.” 

The little man made a ‘come hither’ gesture and Melvin leaned in. He quietly whispered the rest into Melvin’s ear. The boy’s expression went from curious to horrified. 

“It’s amazing, isn’t it?” The Professor smugly informed him. 

“Seriously?!” Melvin backed away. “You actually–but–how?! The law would be onto you and–!” 

“Oh, dear Melvin, you underestimate me.” The professor gave him a wicked grin. “There’s no risk. They don’t come back as men and women.” 

Melvin felt sick to his stomach and backed away. 

“If you were older, I’d invite you to see the process. I have to get them in the right mindset in order for the effect to work. It’s fascinating because the more they give into temptation, the more they turn into the worst version of themselves, no matter what shape it takes. They always have something that will trigger that change–I just have to find out what will do it and I’ve always succeeded. Sometimes they permanently stay that way if I get them at just the right time.” 

“I trust you won’t tell anyone, will you?” M.B.’s voice came out as more of a warning. “Because what he’s doing isn’t as bad as what’s happening in Europe or Japan. In fact, you could say he’s getting rid of the worst of society by turning those who don’t really contribute into something more useful.” 

“All in the name of science and wealth.” The Professor nodded as his grin widened. For one moment he didn’t look human, but the Devil himself if given a human form. 

***** 

Saturday mornings at the orphanage for George and Harold were either spent coming up with new pranks, working on comics, or playing with the others. Or at least they had been doing those things until Captain Underpants came into their lives. 

As they waited for Captain Underpants to come back after another night at the farm, Harold finished fixing the purple dress for Heidi and used one of the left over strips to make a matching bow. His mother would have made a better alteration, but it still looked alright to him. 

“I just remembered.” George began as he read one of his books. “Captain Underpants gets a few nights off, right? Shouldn’t we figure out a way to keep him hidden here again?” 

“Oh you’re right.” Harold winced. It had been nice to have normal nights again, but they completely forgot just how many nights he’d be gone for. “Man, I can’t believe it’s been a week since he first came to life in this room. If you had told past me from a few weeks ago that it’d happen, past me would of laughed.” 

“Same.” George agreed before he remembered something. “Wait–didn’t the Blue Fairy–her name was Erica, right? Didn’t she say that she’d let him live for a week? As in up until either today or yesterday?” 

Both boys felt a bout of dread at the idea. 

“To the farm?” Harold asked. 

“To the farm.” George agreed. 

***** 

“Ah, he left after falling asleep again.” Mr. Peets told the boys as Stanley played with the family’s pet dog. “Had to remind him that he’d get a few nights off and it made him happy.” 

“So he’s still alive.” Harold sighed in relief. 

“He must be heading back.” George decided. “Man, for a minute there, I was scared.” 

“You know, that guy is a bit of an oddball.” Mr. Peets told them. “But nothings’s been stolen yet, so he’s been doing a fantastic job. No one really wanted that shift, so he must have been desperate if he wanted it.” 

“Well that’s good to hear.” George smiled. 

As George and Harold walked away, they thought back to what the fairy said. “Maybe he’s finally real if he’s still alive?” Harold wondered. “We’ve done all that we could to help. What did the Blue Fairy tell us?” 

“Something about ‘Truthful, Brave, and Unselfish.’” George recalled. “Well the truthful part hasn’t been a problem. Bravery is a given since he thinks he’s a superhero, and he did save us from falling that one time.” 

“So that would leave ‘Unselfish.’” Harold noticed. “But how do you be ‘unselfish?’” 

“George? Harold?” The boys turned around to see none other than Lisa and Billy. 

“It’s you guys!” Harold waved. “How’ve you been?” 

“Yeah, has everything been ok since that night?” George asked. 

Lisa and Billy looked at each other. “Well,” Billy began. “Bernice had to go to the hospital, but she was ok.” 

“But she was really mad and made us do more work.” Lisa sighed. “It was ok as long as you and Captain Underpants were alright.” 

“Why do your families even work for that woman?” Harold asked. “Don’t they know how awful she is?” 

“Believe me, my parents have been trying to do other jobs so that we won’t have to work for her anymore.” Lisa told them. “It’s taken them awhile, but we almost have enough to find a place to stay. The Depression made it hard for them to find work and even harder to keep a job and a house afterwards.” 

“My family doesn’t have a lot of options.” Billy sighed. “It hasn’t been safe to be Japanese American ever since Pearl Harbor was attacked.” 

“Oh,” The boys understood. They remembered how Gooch was tormented at school for awhile because of that, but luckily he had Bo to protect him if the boys themselves didn’t prank his bullies first. 

“Anyway, you haven’t seen Bernice, have you?” Lisa asked. 

“No, why?” George asked back. 

“She disappeared last night and never came back. We had to run the show without her.” 

“Yeah, and it wasn’t the same without you guys.” Billy confessed as he eyed Harold in particular. “We really liked doing that act.” 

“Well, maybe she’s gone for good!” Harold grinned. “Hey, you guys want to hang out today?” 

“We’d love that.” Billy grinned back. 

**** 

“Are you sure you want to use your first dollars so soon?” Edith asked as she held a box of crayons and a box of pencils in the art and crafts store. 

“I don’t see anything wrong with that.” A still disguised Captain Underpants smiled as he carried the bag with his cape inside it. “I’d like to get them something as a ‘thank you’ and I’m sure they’d want supplies to make more wonderful comics.” 

Edith smiled back. “Well that is awful sweet of you. They’d have to use them at school for awhile–I don’t want them to get in any more trouble. I could sneak them into their back packs and leave a note with them for you.” 

“I would appreciate that very much.” As Captain Underpants admired Edith’s smile, he found himself wishing that he could get something for her too, but to his embarrassment he had no idea what she would want. 

Unknown to either of them, M.B. had found them once more and he was keeping a close eye on the puppet. He couldn’t believe the idiot was able to get a girlfriend so fast–he wasn’t even that handsome looking to begin with! M.B. himself was good looking enough to have a few fangirls and if any of them had even met his standards he would of allowed them in his company. Oh well, he still needed to make sure the idiot was alone at some point. 

**** 

“I’m sure these will make them happy.” Edith held the bag that contained the crayons and pencils as Captain Underpants followed her back to the orphanage. 

Neither of them noticed it when a teenager was riding their bike towards them until she warned “OUT OF THE WAY!” The moment Captain Underpants saw this, he pulled Edith out of the way and in the process somehow spun around and switched sides with her. The movement almost made him fall over, but he managed to catch himself and place a hand against a green fence in the nick of time while the bicyclist was able to avoid them. 

“Oh my stars.” Edith was a little dazed by how fast it all happened. “Are you alright?” She asked her companion. 

Captain Underpants pushed himself back up. “I’m fine!” He smiled and waved his hands out, though for some reason the glove covered hand that he used had turned green. 

“Your hand!” Edith looked from the hand to the fence and noticed how shiny it looked. “That fence must have been painted recently.” She realized. 

“Oh darn!” Captain Underpants wasn’t too fazed by the paint on the glove. “I guess I–” He began to take it off when he saw the ball-and-socket joint that kept his hand attached to his wrist under the fabric. “Uh...” Remembering that he wasn’t supposed to let anyone know that he was a puppet unless the boys told him it was ok, he quickly moved his hands behind his back, took the glove off, and then quickly stuffed his uncovered hand into the pants pocket while stuffing the glove in the bag. Edith found it very strange, but she didn’t say a word and they continued on. 

When they reached the building and stopped at the door, she gave him a thoughtful look. “You know... I’m not doing much tonight.” 

“Neither am I!” Captain Underpants innocently, obliviously replied. 

Edith nervously bit her lip. “Well... I was wondering... I mean, since you aren’t busy...” Oh, how was she going to go about this? How did other women make asking someone out for the evening so easy? “I... well,” She stammered before she gave in and blurted “Would you like to spend tonight with me?!” 

His surprised expression made her feel as if she was making a mistake. But before she could correct herself, the door swung open. 

“Oh there you are!” They turned around to face Harris who wore curlers in her hair and looked unamused. “I was wondering–” She noticed who was with Edith and gave him a puzzled frown. “And you are–? Actually I don’t care.” She shook her head before Captain Underpants could answer her. She looked back at Edith and pointed to a box at her feet. “I need you to carry this to the post office, right now. I’ve been meaning to sell this off for quite some time.” 

“What?” Edith was taken aback. “But I was just uptown! Why didn’t you tell me before I–?” 

“Well I need my beauty sleep, so sorry if it interferes with the little date that you had with your boyfriend!” Harris snapped. 

“Then why didn’t you tell me last night–?” 

“Do I look like a calendar to you?! If I did, maybe you’d stop complaining so much!” 

“Maybe you should have woke up and told her before she left this morning.” Captain Underpants found himself once again feeling something that didn’t make him feel good as the woman verbally attacked Edith. It was like when Bernice hurt the boys a few days ago. “You make her do so much and you’re wearing her out without so much as a ‘thank you.’ You’re just as mean to adults as you are to kids. Why is someone like you even looking after them?” 

Harris was shocked at this, but only for a brief moment. “Just take the box!” She picked it up and was about to shove it into Edith. 

“I’ll take it!” Captain Underpants didn’t want Edith to suffer more than she needed to and reached for the box. Unfortunately, the hand that wasn’t covered with a glove managed to touch Harris’ skin and all it took was one movement for the hinge joint fingers to pinch her. 

Harris let out a yell and dropped the box, forcing Captain Underpants to let go. The box crashed to the ground and whatever was inside it made the sound of glass breaking. 

There was a long silence. 

Harris looked up with an accusatory glare as she squeezed the injury on her hand. “You

did that on purpose.” 

“Did what?” Captain Underpants asked. 

“You pinched me and you broke the chinaware I was going to sell off, you klutz!” She snapped and held the hand up to show a few pinch marks, with one of them letting out blood. 

“B-but I didn’t mean to–!” 

“I don’t know what you’re thinking, but I don’t want to see your face around here, you hear me?!” Harris snapped and jabbed a finger into the puppet’s chest. “I don’t care if you’re Edith’s knight in shining armor–she’s being paid to do what I tell her, not you! Take one step on these grounds or even try to talk to any of the kids again and I’ll call the cops on you!” 

“Harris, wait a minute!” Edith protested as dread filled Captain Underpants. “I’m sure it was just an accident!” 

“You’ve told him things!” Harris blew up in her overreaction. “If not, then who?! Was it the children?! Was it those boys?! If not, then I’d like you to think about how that might effect your future here 

George and Harold wouldn’t like this. Worse, he didn’t want to be caught and go to jail again, but he didn’t want to abandon the boys or Heidi or the children if something bad happened again. 

Panic settled in and he did the only thing he could do–he made a run for it. 

“Benjamin!” Edith called out, but he didn’t listen. 

From behind a tree, M.B. had watched everything. He couldn’t believe his luck–he didn’t have to do anything at all. All he had to do now was just follow the puppet. 

**** 

By this point, George and Harold spent quite a bit of time with Lisa and Billy. They played together, checked out the book store, did another sign prank, and had completely forgotten about a certain puppet. 

“Did you hear?” A woman talked with her friend as the boys and their friends walked by. “Neither the Wilsons or their friends came back home.” 

“Yeah, one of the teachers at the school said that a friend of her friend must have gone missing too.” Her friend replied back. 

“Excuse me?” Billy went up to the two women. “Was that last night by any chance?” 

“Yes.” One of the women nodded. Billy frowned and returned to the others. “Apparently Bernice wasn’t the only one to go missing last night.” He told them. “Actually that’s the fourth time I’ve heard adults going missing.” 

“That is strange.” Harold agreed. 

“Eh, not a huge loss.” George shrugged. 

They all continued on their way until they saw Edith leaving the post office. She looked unhappy, which wasn’t a promising sign. 

“Edith!” Harold called out as he and George hurried on ahead to her. She looked up and waited until they stopped before her. “Have you seen Ca–uh, Benjamin? We haven’t seen him all day.” 

“Oh he’s been with me.” Edith smiled a little and took the paper bag out of her purse. “He wanted to buy something for you.” 

“He what now?” George and Harold exchanged confused glances. They both internally groaned as they realized that Captain Underpants spent the money on them and they had a feeling it was going to be something pointless, given his lack of sense. They accepted the paper bag and prepared for the worst, but they were stunned to see the colored pencils and crayons. 

“He told me he wanted to get those for you as a way of thanks for helping him.” Edith explained. “He must know you well enough to know your interests.” 

“He did?” Harold wondered as Lisa and Billy caught up to them. Both he and George were surprised to see what was now a luxury after being denied it for so long at the orphanage in their hands. The realization that Captain Underpants knowingly bought those for them when he could have used that money for something else–like for himself or on something he wouldn’t of needed at all–made them feel a warmth in their hearts. 

They didn’t think he’d give them much thought, but this– 

“Where is he?” George looked up. “If he was with you, then why did he leave?” 

“Yeah, and he really likes you, so its weird that he left you.” Harold pointed out, which made Edith blush. “Unless he ran off to do something?” He hoped that wasn’t the case. 

Edith remembered what happened and she felt her heart break a little. “Boys, there’s a problem that you might not like. And it’s probably my fault.” 

***** 

Captain Underpants had hidden himself at the park and the sun was an hour away from setting. He took off his disguise and threw his cape back on, which only helped him feel a little better. Not a lot but a little. 

A little wasn’t enough. 

He held his face in his hands and let out a sigh. He only meant to stand up for Edith and help her, but apparently he somehow made things worse, which wasn’t what a superhero did. The boys wouldn’t be happy if they knew what had happened. 

He moved his hands away and looked at the hand that didn’t have a glove. It had too many visible hinge joints and no fingernails–it looked nothing like the hands of everyone else. Whatever he did to that mean woman, he wasn’t able to feel it. 

How was he going to fix things? He could make things different, couldn’t he? He was a superhero, so when he was real and had his powers again he could do what he always did best and make things right. He could become the protector of the town and he’d be well liked enough that they’d know he was a good guy for sure. He could even go to where the war was, fight the bad guys, and save the citizens to prove it. No one would turn down a superhero or keep them from children or friends. 

Right? 

“You know, I’m surprised those two aren’t with you.” He looked up to see M.B. Sneedly standing before him with his arms crossed together. 

Captain Underpants remembered what happened last time. He shot up and ran, and when M.B. shot out his robotic hand to grab onto his arm, he quickly pulled the hand off. 

“I’m not going to be taken by you again!” Captain Underpants declared and he began to feel himself again in that moment. 

“I’m not going to take you to my lab.” M.B.’s hand retracted back. “I promise. I just noticed that you looked down.” 

“Looked down?” 

“Looked–I mean you look sad and depressed.” M.B. remembered who he was talking to. “You know, I know a place that might cheer you up. It’s a huge amusement park on an island not too far from here.” 

“An amusement park?” Captain Underpants was now interested. “I wasn’t told that there was an amusement park nearby!” 

“Well it’s not just any amusement park. It has... well... things that us adults would like. Certain pleasures that won’t cost even a penny–oh yeah, everything is free on the island. There’s going to be a ferryboat out by the docks in an hour–if you come with me, I guarantee your life will change.” 

As a creation of two children, the puppet couldn’t help but imagine what kind of fun it would be to go to an amusement park on an island. His memories said that he had gone to an amusement park many times before, but this one felt really exciting for some reason. He then frowned. “Well, I don’t want to go without George and Harold. I think I should let them know and they might want to come–” 

M.B. scoffed “You honestly take orders from two children?! You don’t have to! You’re a grown adult capable of deciding what’s best for yourself! Besides, the island isn’t for children. I’m being honest when I say that there’s things there that they aren’t ready for.” 

“I can decide what’s best for me?” Captain Underpants wondered. It would be quite an experience to do something fun without the boys. Yet something in the back of his mind was protesting about this. “But maybe I should let them know–” 

“There’s always trouble on the island, so I’m sure some people are going to steal from the island or do bad things.” M.B. tried as he tried to ensure that the puppet would fall to temptation and in a way he was telling the truth. “So who knows–maybe we might need a superhero there for a change.” 

“Well I can’t say no to preventing criminal activity!” Captain Underpants confidently placed his hands on his hips. Yes, perhaps he could keep an eye out for possible criminals and if he was able to stop them and prove to the other adults that he was an actual hero, maybe he could soon be allowed back to the orphanage again! 

**** 

“CAPTAIN!” George and Harold yelled as a cold breeze pushed against them and knocked leaves off of their trees. George had a navy sweater on and was fine, but Harold had to zip his jacket on as he shivered. 

“CAPTAIN?!” Lisa and Billy yelled as they ran beside the boys. 

“This is our fault!” Harold grabbed his hair. “We should have remembered his schedule! We could have been there to stop him from getting involved with Harris!” 

“And what if he somehow became real but has nowhere to go?!” George threw out. 

“Became real?!” Lisa demanded. 

“He was a puppet that wasn’t alive when we found him at a dump! Then a fairy brought him to life! But she wouldn’t turn him into a real human man until he proved himself!” 

“Something about ‘Truthful, brave, and unselfish!’” Harold added. 

“But that already sounds like him!” Billy noticed as they hurried to the park. “Wasn’t there more to it?!” 

“Wait!” Harold almost came to a stop when he saw a very familiar bag near a bench. He ran towards it and opened it up to see a familiar disguise bundled into a messy pile. 

“Oh no.” George caught up and worried when he saw the disguise bag. “Why wasn’t he wearing this?!” 

“And why did he leave it?” Harold wondered. 

They both heard the sound of barking and turned their heads to see Greg and Lil’ Petey playing around some trees. 

“I got an idea!” George took the bag and ran to the animals. “Hey Greg?!” He asked as hurried to the dog and held the bag out. “Can you smell the person who wore this and figure out where he is?” 

“Are you sure Greg could find Captain Underpants?” Harold was skeptical as Lisa and Billy joined them. “I don’t think he’d have a scent.” 

Greg went up to George and sniffed the bag. He recognized the magic in the scent along with something pleasant woven in–it was the puppet who was kept alive by magic. He let out a bark and looked around until he picked up a trail and followed after it with his nose to guide him. 

“It worked!” George cried out before he and Harold ran after the dog. Lisa and Billy followed them and the latter scooped Lil’ Petey into his arms. 

Some time later Greg lead them to the spot in the harbor that was tucked out of sight from most of the town. There were several adults gathered on the docks, but they weren’t sailors or fishermen. Instead most of them looked ready to go out to a party or else just came right off the streets. The kids hid behind some crates and watched as Greg raced onto the docks, startled many of the adults, and barked at a purple and green ferryboat that was already twenty feet out into the water and heading off to some unknown location. 

“Did Captain Underpants get on that boat?!” George wondered. 

“Why did he get on a boat?!” Harold frowned. “Why didn’t he just tell us where he was going?!” 

“Bernice mentioned a boat before she left.” Lisa remembered. “It couldn’t have been–?” She shared a knowing look with Billy as Greg ran towards them. 

“What?” George asked. 

“She mentioned something about an island where she could have some fun.” Billy recalled. 

The boys felt a sinking feeling, which was only confirmed when one of the adults loudly spoke out “Oh I can’t wait to see the infamous Pleasure Island!” to his girlfriend. 

“Just think!” She giggled. “No children! A place just for us adults!” 

“Oh no.” Harold was not as thrilled as he and George became terrified. They remembered Dressy’s stories.

_“But the fact was that very few people ever came back and no one knows what happened to the rest of them.”_

“Oh Captain Underpants, why?” George moaned and slapped his face. 

“We have to go after that boat and get him back!” Harold exclaimed. 

“But how?” George bit his lip. 

“Ugh, when will the next boat come?!” Another hopeful visitor wondered. 

“They say in half an hour.” Someone replied. 

“Then you guys should get on the next boat!” Lisa realized out loud what everyone else thought. 

“But they won’t let kids on the boat.” Billy pointed out as he petted Lil’ Petey. Inspiration struck the young actor. “Wait I know!” 

***** 

“Well this is fun!” Captain Underpants innocently kicked his legs up and down as he sat on a bench on the ferryboat while stars began to dot the sky. He couldn’t recall ever being on a boat before and while he knew he could of flown to the island if he had his powers back, this was actually a nice change. Also it was nice to not have to wear those constricting garments any more, even if he was somewhat used to them by now. 

He didn’t notice that most of the passengers were staring at him in confusion. Most of them ignored him and were too focused on other things. Those who did didn’t know whether to find it odd that there was a talking puppet or a puppet that had on only underwear and a cape, even if some of the passengers were homeless people in dirty rags from off the streets who were shoved away from everyone else. 

“Hey it’s you again!” Captain Underpants turned his head to see none other than the man from jail who was shocked to see him. 

“Oh! Uh...” He already forgot the man’s name. 

“It’s Jerry from the jail cell, remember?” Jerry asked. “Yeah most people forget my name, so it’s no problem!” 

“Oh yeah, now I recall!” Captain Underpants nodded. “I’m glad to see that they let you go!” 

“Yeah, well after getting into more shenanigans, I was offered to come to this island.” Jerry sat down next to the puppet. “I figured why not? I need some fun and maybe my luck could change–maybe win a fortune or meet someone. How did you get here?” 

“I was invited too!” The puppet had already forgotten anything else that lead to it. “Hey, you want to check it out together?!” He excitedly asked. 

“Well, it’d be better to be with someone I know.” Jerry agreed. 

***** 

When the adults crammed themselves into the next ferry boat, they paid no attention to what appeared to be two short, heavily bearded men with big coats over their clothes and hats over their hair. The moment the two made it onto the boat, they hurried to find a place to hide themselves. 

Lisa and Billy watched the ferryboat depart the docks and head off as Lil’ Petey and Greg stood beside them. 

“You think they’ll find their friend?” Billy wondered. 

“I hope so.” Lisa couldn’t help but have a feeling that something bad was going to happen. “I really hope they get him out of there.” 

The entire boat ride took almost an hour and George and Harold couldn’t dare say a word as they hid under a table with a large tablecloth that had free refreshments from town on top of it. They had managed to stuff their pockets with crackers, cheese, an apple, and grapes, and it was the only dinner they could have in that moment. It was agonizing to wait as the adults talked amongst themselves and as the boat cut through the waters. They tried to think up as many stories or ideas for drawings as they could, then pranks that they had yet to pull, and then they started to eat their food. 

Just when it seemed like the waiting would never end, a voice with a poor attempt at an American accent over a speaker began to talk. “Greetings fine ladies, gentlemen, and etc! It is so wonderful for us that you decided to come to the new and improved Pleasure Island! Upon docking, I expect you all to stay calm and get off in a nice, orderly fashion! When the gates are open, you may rush in to enjoy the best night of your life! Remember–what happens on the island will stay on the island!” 

The adults grew more excited, but George and Harold couldn’t help but feel like they needed to stay on their toes. 

Minutes later the boat docked and by that point it was evening when everyone began to get off. The boys got out and hovered at the end of the line of adults and when they got outside, they were greeted to a strange sight. 

The island was larger than they thought. It was crescent shaped and at the center of it all was the sight of many large buildings, the largest ferris wheel and roller coaster they had ever seen and it was all surrounded by a large wall that seemed better suited for a prison. Neon lights were strewn from the docks to the gates of the island, which were wide open and allowed the bright lights, loud noises, and music to escape and hint at what was to come. If things had been different, George and Harold would have been thrilled to explore a fun looking place forbidden to children. 

The adults eagerly walked towards the gates and once they got in, they hurried off to do as they pleased. George couldn’t help but grab Harold’s hand and hold on tight. Something told him that they needed to try to stay together at all times. 

“We just find Captain Underpants, don’t let the adults catch us, and get out of here.” George firmly told Harold. 

“And not let ourselves get distracted or do anything that looks fun, no matter how bad we want to.” Harold agreed. 

“Its just a strange island for adults and it should be easy to find a puppet in a cape and underwear. What could possibly go wrong?” George tried to reassure themselves. 

They entered Pleasure Island, not knowing that if they knew what they would soon find out, they would have done everything in their power to keep Captain Underpants away from the place before the day had even began. 

**Notes for the Chapter:**

> I was wondering if I made Harris overreact on that one part, but considering how most of the adults are in this story, I suppose it can be excused.  
> Also, there's no sugar coating it, kids–it was not a good time to be Japanese American in America after Pearl Harbor. They faced some serious injustice back then that would look scarily familiar (and I don't mean propaganda or insults–some of the things that happened then are no different than what's been happening the past few years).  
> We are almost upon it. The au’s take on the darkest part of the original story (and an old source of childhood trauma). It will probably one of the trickiest things I’ll write, given what’s going to come, and I don’t mean just trying to recapture a similar trauma.   
> Oh boy... hey who is looking forward to the next chapter? Because I probably won’t enjoy writing out certain parts of it, given what’s to come...


	10. Pleasure Island

**Notes for the Chapter:**

> Oh boy...  
> Yeah, this isn’t going to be a casual reading.  
> I knew this chapter would be messed up somehow.  
> Maybe not in the exact same way as the source material, but still...  
> Ok, before we begin, I need to remind you.  
> I put that warning about smoking and alcohol BECAUSE of this chapter. If I didn’t go all out, this AU’s Pleasure Island would not have been the same (not to mention that these things were in the actual Disney movie back when they weren’t afraid to scare children). Pinocchio HAD these things in the film. I highly discourage getting into many of the behavior/activities in this chapter if you are not of age. Sometimes when one falls to temptations, its hard to get out of them.

It would still be a few more years until Las Vegas would be known as the true playground for adults in America. If one were to compare Pleasure Island now to what they would see later, there wouldn’t be too much of a difference on first glance. 

Various attractions and buildings were crammed within the walls of the island as garish lights blocked out the natural beauty of the starry night sky. One side of the island was crammed with various casinos, gambling halls, and buffets all styled and themed around various architecture from around the world. Another side boasted an amusement park where attractions included a ferris wheel, a large roller coaster, fun houses, a tunnel of love (that couples took full advantage of) and all kinds of carnival food. Large balloons of different animals were strung about in the amusement park, though little attention was paid to them. 

The still innocent Captain Underpants was more interested in the amusement park than any other part of the island. “I want to go there!” He declared and pulled Jerry along by the arm. 

“Ah, ok!” The other man meekly replied. 

Sometime later, they found themselves screaming alongside many others atop the roller coaster. It was similar to flying and Captain Underpants enjoyed the rush as he threw his arms in the air. By that point he had completely forgotten about the world outside the island and everything else that could have been just as important. 

“I want to ride it again!” Captain Underpants was practically bouncing on his heels as Jerry hurled into the nearest garbage can. All around him, other adults greedily rushed to other rides where children wouldn’t be taking up spots. “Oh what’s that?!” He saw the scrambler and hurried towards it. 

“AAAHHH!” He screamed in delight as he was spun around while another rider across from him puked their guts out. 

“AAAHHH!” He screamed with joy as he was spun around in the loop-o-plane. 

“AAAHHH!” He screamed with glee as he went are and around the wave swinger. 

“Aaahhhh, this one’s boring.” He grumbled when he was stuck in a swan shaped boat on the tunnel of love while a couple ahead of him was passionately kissing. “When does this one end?” 

Across the island, in a certain lab, the Professor was overseeing the island activity via monitors. “This is twice more than before!” He was pleased at the number of guests. He turned to M.B. “And how will I be able to locate our dummy?” 

“I have a tracker attached to his cape.” M.B. let the man know and handed him a device. “You can do whatever you want, but we need to make sure he doesn’t get mixed in with the others later.” 

“Perfect.” The Professor smiled as he turned back to the screens. On one of them, Captain Underpants pulled Jerry from the trashcan and hurried to one of the fun houses. It boasted many mirrors, mind tricks, and was said to be made with the miracle material that was asbestos. (Or in other words, anyone who breathed in the material would later end up with serious health problems). 

**** 

It was too overwhelming for George and Harold. They thought they’d get some fun out of the experience, but they were wrong. 

There were just so many adults and there were too many sounds of merriment, music, and machinery catered for amusement and gambling. George was especially sensitive to the loud noises and covered his ears. 

Their height was also a serious disadvantage for them. The disguises worked perfectly and no one found two short men with beards out of place, but everyone was blocking their view. They wanted to yell, but they knew that if any of the adults heard the voice of a child, the gig would be up. 

“Hey there!” They turned to see a man sway towards them with a cigar in his hand. A few feet away there was three animatronics designed to resemble cowboys and they were tossing cigars and cigarettes at excited men and women who pushed and shoved their way towards the free forbidden objects. Some machines threw out what appeared to be black colored gum that some adults grabbed and thrusted into their mouth. “You midgets got to get in on this!” He pointed at the machine. 

The boys wasted no time in running away. Neither of them liked the disgusting smell of cigarettes and they had no desire to dare have one. 

“Maybe he’s at the amusement park section of the place?!” Harold yelled at George when they found a secluded spot. 

“Yeah, that sounds like him.” George agreed. They hurried over to the park, but they didn’t know that Captain Underpants had already left that area. 

**** 

Some time had passed and Captain Underpants found himself inside the gambling halls and casinos. 

From the slot machines, to black jack, to poker and the roulette wheels, it was all there. Most of the guests were there in hopes of making a quick buck, but easily lost. The more experienced found themselves winning round after round. Either way, anyone who found themselves at any of these spots were sucked in and unable to get away from the thrill of chance and possible wealth. One toss of the dice, one pull of the handle, one hand of the cards–they stayed put and the dealers had no issue with letting them stay. 

The addiction of gambling was thankfully lost on Captain Underpants. 

“Oh, what does all these numbers and symbols mean?” He asked in regards to the cards and was quickly defeated in one round. 

“Uh, fifty thousand?!” He yelled as he tossed a dice and was kicked away from the table to the amusement of everyone else. 

“Oh, it’s a lever thingie!” He pulled a slot machine lever and was in awe when it caused the images to move, but he didn’t win anything. It didn’t stop him from trying to pull it a few more times, even if he didn’t have any money to put it in. 

***** 

The amusement park was almost too tempting for the boys. They were able to calm down a bit, but they had to force themselves to keep going. The fact that the rides were designed with adult heights in mind, combined with the fact that their safety appeared a little questionable helped ensure that they wouldn’t fall for them. 

There were numerous signs with much potential. The boys were very tempted to rearrange their messages for the sake of a laugh or to see if any of the adults would notice. Harold was about to go for one, but George’s will was stronger and he pulled him away. 

Eventually they passed by some outdoor slot machines and a game of black jack by a bar. 

“Come on, just one more time!” A man was kicked out of a game of blackjack. “I’ll even add my first born as my new bet!” But the dealer gave him a disgusted shake of the head as the man was forced to the ground. 

“Oh God!” A server had passed a man at one such slot machine with numerous empty glasses, and it took one deep sniff of the air to tell that he’d rather stay in his seat and keep playing than go use the bathroom when he needed to. She hurried to get someone and moments later the man was kicked off while the machine was immediately closed off with tape. 

The boys had understood enough of what happened to be grossed out and they hurried along. 

The boys snuck into ‘The Roughhouse’ where a large group of audience members cheered and betted on anyone who wanted to fight in the ring. To their relief, Captain Underpants wasn’t in there because those who fought were very brutal in their attacks and there were a few bruises or bloodied broken noses for them. Money was tossed into the pit for the victors while the losers were carted off in stretchers. 

“Remember, anyone who looks like they will be out for awhile can be taken early.” One of the men with the stretchers reminded the others over the cheering and yelling. 

“Hey, maybe the midgets should fight each other!” One man yelled and pointed at the still disguised boys. George and Harold ran out as fast as they could when they heard that and looked for another possible place their friend could have been. 

***** 

“AW YES!” Some men yelled in delight as several ladies in bikinis with feathers on their head and what appeared to be something similar to peacock tails came out and danced. Some of them approached a few men with trays with drinks on them or offered them to dance with them for a bit. 

“Hey sweetie pie, you want to show me some moves?” One of the ladies asked Jerry. 

“Ah, well I–yes?” He stammered and blushed. He then yelped as the woman laughed and pulled him away by his shirt. 

“Huh, I guess I’m not the only one who wears underwear here.” Captain Underpants commented as he stared at the ladies, not noticing one of them coming up to him until she was inches away and he yelped when he finally saw her. 

“Well, you seem like you’re having lots of fun.” The dancer noticed his attire and snickered. “You want to dance too?” 

He almost said yes, but when he looked at her again, his mind recalled a familiar face that had adorable freckles and not heavy makeup like the dancer. Maybe this girl was pretty, but he found himself not wanting to dance with anyone but the one that he wished he could dance with. If she wasn’t Edith, then there was no point. 

“I’m good.” He nervously shook his head. The woman shrugged and looked for another. 

“You turned down an attractive lady?” Captain Underpants looked around for the new voice and looked down when it continued. “Then again if she had brains, she’d be perfect.” 

It was the Professor. He had come down to try to figure out the unusual artificial man after seeing how he wasn’t falling for most of the temptations that the others were going for. “What’s with the... uh... superhero get-up?” 

“Oh I’m a superhero!” Captain Underpants brightened up as the short professor scrambled to get on a stool next to him. “I’m Captain Underpants!” 

The Professor raised an eyebrow at this. “Uh... yeah I highly doubt that name would make bad guys quake in their shoes.” 

“Well I’ve defeated loads of bad guys before I came to the town! I’ve showed them all, even if it came with lots of bumps and bruises!” 

“I’m sure that would reassure everyone. Most other men are off fighting around the world while they have a half naked man out on duty back home.” He rolled his eyes. 

“Oh, you mean the war?” Captain Underpants recalled the war that the boys mentioned. “Well I’ll stop it! I’ve been told that there are a lot of bad guys who imprisoned a lot of people! I bet I could stop it in a day and free them all! Or maybe a little more. I don’t know how big it is, but I bet I can end it once I get my powers back! I was told not to go, but if I can help save lives, then I need to!” 

The Professor suddenly gave Captain Underpants an unpleasant smile. He had no clue that he just gave him a way to break him–the puppet was obviously incredibly naive. 

“Oh, you think you could stop the war, could you Mr. Superhero?” He asked. “Tell me–do you actually know anything about what’s really going on over there? Or how that war actually started?” 

“Only that its bad and that the dad of one of my friends died trying to help some people escape.” He confidently answered. 

“You... really don’t know, do you? Do you even know who those people might have been?” 

“Citizens in distress?” 

The devil man let out a low chuckle and shook his head. “Boy–you really don’t know.” His smile widened. “Do you want to know what’s actually been going on this whole time while you were sitting all comfortable here in America? What’s been happening to those people you mentioned? Who the bad guys really are?” 

***** 

The boys stared in shock at the women in bikinis that wore ‘tails’ made of feathers. They were not the same women in the same area that Captain Underpants was, but the reaction that most adult men had to them were the same. 

“Eh,” Harold shrugged and didn’t understand why the adult men were so excited over the weird outfits. He grabbed George’s arm and pulled him away. 

Moments later they passed by numerous buffets where adults were gouging non-stop on tables upon tables of food. Over and over they crammed burgers or hot dogs into their mouths, tore ears of corn and legs of chicken or turkey with their teeth, chomped on crab legs, tore into donuts, or swallowed slices of cakes. It would have been funny to the boys had the adults not had flecks of food and splatters of grease all over their faces and just ate everything non-stop like they were machines. Even the servers appeared to be disgusted by them and forced their smiles as they brought out more food. It killed any appetite the boys could of had when they first saw the food. 

They heard a very familiar laugh and turned their heads to see one of the many bars. Flirting with a man was none other than Ms. Harris. She wore a very low cut dress, more jewelry and makeup than usual, and she was drinking a pink liquid out of a martini glass. 

“She’s here too?!” George squeaked. He and Harold moved out of sight, but couldn’t help but eavesdrop as she talked to the man. 

“Technically my job is twenty four seven, but would the state really care if I went one night without being on site amongst the brats?!” She let out a shrill laugh. “There’s a possibility that they’ll shut the orphanage down and send the kids to other counties. No one’s been adopting, and not even trying to save money by making my tenet do the work is enough. It’ll be a shame that I’ll have to kick her out this month.” 

The boys were startled at this. She wasn’t being honest was she? Before they could listen in, she turned her head and they had to get away before she saw them. 

***** 

The world had come to a stop. 

The devil man watched as Captain Underpants stared slack jawed at him after absorbing every single detail. 

Every. Single. Horrific. Detail. 

The Professor knew everything that was happening–even the very twisted facts–and he enjoyed watching the shock it caused. 

“N... no... that can’t be true.” Captain Underpants shook his head. “No one can be that evil. Everyone who is in distress always gets saved in the–” 

The devil man bursted out laughing and slapped his face. 

“I don’t know what fiction you’ve been reading, but that’s not how the world works! It never has! So many ‘bad guys’ get away with their actions for years! In thousands upon thousands of years, this world has seen war, but it’s also seen sickness, violence, and prejudice! Many innocent people suffer or die without getting even a fraction of help! You can’t just swoop in and save the day like you so stupidly think! It’d be impossible and even when this is all over, there will still be another war!” 

“Oh, and you want to know the kicker?” He leaned in with a grin. “This country you are a part of–it’s not exactly a utopia either! Somewhere they might be planning on making weapons powerful enough to harm not just soldiers, but several innocents! Some soldiers only go for the sake of hurting others! The USA could have saved thousands of those ‘civilians’ when they ran away from Europe, only to be denied entry! How’s that for heroic?!” 

“But I’m a superhero!” Captain Underpants protested. “I stop bad guys! I could still–!” 

“I don’t know who made you think that, but they clearly were making you into a fool!” The Professor recalled what he was told from M.B. as he began to really brake the puppet. “You aren’t a superhero! You are an artificial creation made to think that you were one and all your memories are probably as fake as you are!” He pointed. “You’re a desperate capture of childhood innocence and juvenile humor all rolled into one! You can’t stop a war and everything that is a part of it, even if you had powers! Even if there wasn’t a war, you wouldn’t of had a place in society to begin with!” 

He watched as the puppet remained silent. 

Slowly Captain Underpants got up and walked out of the building as the Professor grinned at his handiwork. He turned to a nearby waitress and whispered something in her ear while pointing at the puppet. 

Captain Underpants didn’t watch where he was going. He was still trying to process what he was told, but it was now clashing with other thoughts. 

Did those horrible things really happen in the world? 

He remembered his life before he met George and Harold, but how had he never heard of the war before that? Wouldn’t he have been told? All the horrible things wouldn’t have escaped him–if he had known sooner, he would have already done something. 

Come to think of it, why was he even a puppet in the first place? He couldn’t remember anything that could have caused it. Was that blue lady involved? 

“Hey there.” He turned to see a waitress with a single drink with ice and a straw on a round tray. It was brown colored, but it had something darker colored at the bottom. “You look like you could use a drink.” She took the glass and offered it to him. 

He didn’t know why he took it. Maybe he wanted to try something to take his mind on top of things. He began to drink it–the taste was unfamiliar, and it was sweet and sharp all at once. 

The professor watched and laughed. The puppet’s corruption was just beginning. 

***** 

Everything was starting to get too much. Both George and Harold couldn’t spot Captain Underpants. The longer things went, the louder everything got, and the adults were getting more and more chaotic. Their laughter mixed with the buzzing of the machines, the glare of the lights, and the music of a band that played with a singer in a form fitting dress sang at an outdoor club. 

They found a wedding chapel of all places–why was there even a wedding chapel on the island?! 

The boys came upon a building that wasn’t so occupied. The top floor looked very much empty, so they hurried up the ladder to hide up there until things could quiet down. 

“Harold?” George asked when they finally were inside and could relax. “I want to go back to the orphanage.” 

“Me too.” Harold nodded. “I’m sick of this place.” 

**** 

He had no idea what the drink was that he was given, but it tasted good. It also made him feel strange–he felt loose and the world felt a little wobbly. 

It didn’t make him forget. 

He had no clue where he was going. He was given another drink... then another... and ten minutes later he wasn’t sure where he was walking towards. 

The questions kept pounding in his head. 

The world suddenly became a little more dirty in his eyes. The island suddenly became too bright and loud for him. He felt super loose and everything began to speed up, and yet some part of him was still aware of his surroundings. 

He noticed a large striped thing floating in the sky. To others, it was just a harmless large balloon that resembled a tiger. To him, it was an actual monster that he needed to face. 

He couldn’t muster the will to make a declaration of justice. He tried to look for a way to get to it until he saw the ropes attached to it that lead to somewhere. He looked for the other end of the ropes and when he did, he hurried over and tried to pull the beast down. 

He was a hero. He had to be. If he couldn’t save others, than what was he supposed to be? 

The balloon didn’t budge. 

“Come on!” He yelled, his voice slurring a little. “Come on down and fight me!” 

It didn’t come down. 

“Why aren’t you coming down?! Come and fight me!” His voice became rougher as anger and frustration built up inside him. “COME DOWN!” He shook the rope. 

“Sir, step away from the ropes!” A security man shouted at him as he grabbed a stick from his belt. 

“I have to attack the monster and show him whose boss!” He un-heroically snapped back and continued to tug. He had to prove to himself that he wasn’t a fool and that he was capable of being the hero he knew he was. 

Moments later, the security man whacked him on the back and when he didn’t stop, he was struck again. This time he yelled and ran for it when security chased him down. He escaped into the sea of adults whose numbers were slowly dwindling. He ran past the man vomiting into the bushes and past the couple who were kissing a lot longer than they should of on the bench. 

**** 

Hours passed. 

Everything gradually died down. 

The sounds were no longer as loud and there wasn’t as many adults roaming the island. 

It made things a lot easier for the boys when they came down the ladder and returned back to the ground. 

“Oh–!” Harold had to hold his breath. 

“Ugh, it smells so bad!” George complained as he held his fake beard against his nose. 

“Yeah, it smells like barf and pee mixed together!” Harold complained as the stench penetrated the air as if it were a part of the wrong side of a city. “Adults like places like this?!” 

“Yeah, this officially killed any desire to ever go to half of the places we went to ever again.” George admitted. 

“Where are all the adults?” Harold wondered. Some adults were still present, but it was like they were wandering a huge ghost city. The boys could easily count between three to ten adults on one street alone. They soon approached the park and saw something strange–there was a large white van and a few employees were guiding guests into it. The guests were so out of it or else looked oblivious to everything that they weren’t paying attention to what was happening. 

“Is that all of them from this area?” A man asked by the door to the van. 

“Well unfortunately some people had a little too much fun and lived their last night, if you know what I mean.” A woman told him. “Two people fell off the ferris wheel and another drowned in his own vomit.” 

“That’s not a fun way to go, but they got lucky compared to everyone else.” The man winced as the boys starred at the ferris wheel. People actually died at the island? No wonder it had been shut down to begin with! 

Still, there was no sign of Captain Underpants. They doubled their pace and while the employees noticed the two, they didn’t pay them any mind. 

“Hey wait a minute! That’s Jerry!” George recognized the man who was wobbling back and forth as he walked away from one of the bars. 

“Maybe Jerry’s seen him!” Harold felt hopeful and he and George ran towards the man. 

“Jerry! It’s us!” George waved when both he and Harold got close enough to their old substitute teacher. “Remember us?!” 

“Captain Underpants is here on the island too!” Harold told him. “Have you seen him–?!” 

“Oh you mean that fat jerk?!” Jerry spun around and angrily snapped, which made the boys back away. His voice slurred and his arms limply waved around as he continued “I thought he was my friend! Then I met this nice lady and we had a good time! A really good time! Probably the best time I ever had! Then she left to seduce another, hotter man, and I couldn’t find that jerk! He ditched me too! I thought we were friends!” 

“Are you drunk?” Harold asked as George raised an eyebrow. 

“Of course I am! I can’t remember the last time I had this much, but boy am I glad I did! Better than trying and failing to win the jackpot here! I don’t get why! I came here to be happy and despite everything, I’m unhappy again! I don’t think I’ll ever be happy at all!” 

“Where’s Captain Underpants?!” George demanded. 

“HOW SHOULD I KNOW?!” Jerry threw his arms out. 

The boys realized it was hopeless and they walked away. Yet moments later, they heard a vehicle coming up and they turned around to see another white van stop behind Jerry. Two passengers came out of the van and instantly grabbed him. Jerry yelled and tried to pull away as the driver came out and opened the back door to reveal more drunken or confused adults in the back of the van. Jerry was then roughly shoved into the van and they shut the door behind him. 

“What the–?” George asked as the boys looked at each other. The passengers and driver went back into the van and the boys decided to follow the van to see what was going on. 

“Maybe they’re trying to kick people out?” Harold wondered. 

The boys followed the van to a series of buildings that they hadn’t seen yet, but they stood out from the rest of the island. They were reminded of pictures of research centers upon seeing the cold, gray walls that contrasted with the rest of the island. 

They managed to sneak around the gates and behind some crates until they snuck into what appeared to be a huge storage room with three sets of conveyor belts that had a chain link fence on both sides. The conveyor belts each lead to a strange purple dome that had another conveyor belt that lead out of it and towards a gated area that was filled with nothing but– 

“What’s with all the donkeys?” Harold asked as the boys hid behind a box. 

The gated off part of the building was filled with numerous donkeys. Most of them were asleep, but others were throwing a fit and brayed as they tried to angrily break through the fence that separated them from the workers.

“Remember employees!” A german accented voice spoke through a speaker. “If any of the guests did anything to you that made you uncomfortable, you are allowed a slight raise in your salary. You know what I mean.” 

“What’s going on?” George asked as he and Harold watched the trucks back up towards the conveyor belts. The backdoors to the trunks swung open and the adults crammed inside began to flow out onto the conveyor belts and the fences prevented them from escaping. Among the first to be dumped onto them was none other than Jerry. 

“Hey can I go home now?!” He snapped after tumbling onto the belt. “Because I’ve had it with this place!” He was oblivious as to what was happening. “All this place did was remind me of why I’m such a failure! You think you all are so awesome because you have good luck! Ha! What’s the worst the world can give me now?!” The doors to the dome opened up and he and two others were sent into it. The doors closed and moments passed before a screaming erupted from the dome. The screaming then distorted and gradually turned into a braying and three donkeys came out on the other end of the dome. The same thing happened at the other domes where the adults were taken to–more screaming that turned into braying until the only thing that came out were donkeys. 

“Remember guys, one ship will go to Africa, another to Australia, and the rest to the South Americas!” One woman yelled as to the others as she held a clipboard in her hands. Some of the donkeys had already been forced onto one large ship. 

“This is what they do to adults on the island?!” George yelped. “Turn them into donkeys and sell them off?!” 

“Oh no, what if we were too late?!” Harold panicked. “What if Captain Underpants is now Captain Donkey-pants?!” Before the boys had a chance to ponder that scenario or take a look to see if their friend met that fate, two workmen came near their way and they ducked out of sight 

“Say, wasn’t there that one guy in a cape and underwear?” One of them asked his co-worker. 

“Yeah, but the Professor want’s to get him personally.” She replied. “He’s drunk out of his mind at the pool halls.” 

That was all that the boys needed to know. They quietly crawled away and once they were out of the building, they ran off to the pool halls as fast as they could. 

“We got to get him out of here before they get him first!” Harold said as he and George ran. 

“Yeah, we better not be too late!” George hoped. 

****** 

He was the only one in the pool hall. He sat at a table and his head was slumped on it. At some point he had lost his other glove and had no idea how it happened. He had drank at least another five or six more strange drinks–some tasted good, but others not so much. 

His mouth felt weird–it was all tingly and he had an urge to bite at it for some strange reason. His head also felt weird and it was pounding, but it was nothing compared to the thoughts in his head. By this point, he had come to some very horrible conclusions. 

He barely noticed when the door swung open, but he heard two familiar voices. 

“Oh thank God!” George let out when he and Harold saw Captain Underpants. Both of them took off the hats and fake beards and hurried to his side. 

“We were looking all over for you!” Harold began. 

“Yeah, we need to get the heck out of here!” George grabbed Captain Underpants’ arm and began to pull at it, when something unexpected happened. He smacked the boy’s hands away and nearly sent him spinning into the pool table behind them. “What the–?!” 

“Come on, this isn’t the time!” Harold tried to grab Captain Underpants’ arm too, but was met with a similar, yet more forceful response. “What the heck?!” He yelled. “We need to get off this island! We don’t have time for this!” 

Slowly the puppet lifted himself off the table and stared at the ceiling. “Am I really a superhero?” He asked in a voice that they didn’t expect. It was a lot gruffer than how he normally sounded. In fact, the usual smooth, over-the-top heroic tones were alarmingly absent. 

“Yes!” Harold impatiently responded as George frowned and realized something was wrong. “Now let’s get going–!” 

“THEN WHY AM I HERE?!” He yelled as he flipped the table over. 

In that instant, both boys were suddenly scared. They had ever seen him act like this before–even in the comics, he never had a reaction like that. 

He turned around and there was a drastic change in his face. The boys had never seen him express so much bitterness as he did now–it never contorted into a scowl, nor did his brows ever narrow in anger as they did now. In that instant, it was as if it was someone entirely different who only just looked like Captain Underpants. 

“WHY AM I IN A WORLD WHERE I CAN’T SAVE ANYONE?!” He yelled as the boys slowly backed away and wondered if this was the island’s doing. The combination of his confusion, anger, and all those drinks added to his explosion. “IS THIS SOME JOKE?! IS THIS ONE OF YOUR PRANKS?! YOU BROUGHT ME INTO A WORLD WHERE NOT ONLY AM I POWERLESS, BUT THE BAD GUYS DO REALLY HORRIBLE THINGS TO PEOPLE THAT THEY SHOULDN’T DO AND GET AWAY WITH IT?! THAT’S NOT HOW IT WORKS! WHY IS IT LIKE THAT HERE?!” 

“Uh, this isn’t normal.” Harold gulped. 

“What are you talking about?” George asked. 

“I KNOW ABOUT THE WAR! I KNOW WHAT REALLY HAPPENED TO THOSE PEOPLE YOUR DAD DIDN’T SAVE! I DON’T EVEN KNOW WHY I NEVER HEARD ABOUT IT BEFORE AND I DON’T EVEN KNOW WHY I’M LIKE THIS!” He gestured to himself. “YOU DID SOMETHING TO ME DIDN’T YOU?! IS THERE SOMETHING I’M MISSING?! HOW DO I KNOW YOU TWO AREN’T BAD GUYS TOO?! TELL ME–WHY IS THERE SO MUCH AWFULNESS IN THIS WORLD THAT HASN’T BEEN STOPPED?! WHY HAVEN’T I EVER HEARD ABOUT?!” 

“Because you don’t actually exist in our world and neither do any of the monsters you’ve faced or the people you’ve met before us!” Harold couldn’t help but yell back in his terror. “We created Captain Underpants together as a bunch of comic books and we found a puppet that we made to look like him! That puppet is you!” 

“You didn’t know there was a war because we didn’t want to include it in our stories!” George yelled. “You think we wanted to put that stuff in there after all the awful things we heard about?! After our parents died?!” 

He stared in shock at them. 

“So that little guy was right. You did make me a fool.” 

“Who?” Harold asked as the puppet let out a hallow laugh. 

“Look, we can argue about this later!” George pleaded. “We really need to–” 

“No wait!” He growled. “So you’re saying that everything about me doesn’t exist?! That I was never real to begin with?!” 

“We seriously need to head back now!” George protested. 

“Oh sure, so you can lead me along and make me an idiot to have a laugh over, yet again!” He snapped. “It’s a mean joke isn’t it–put a superhero in a world that he can’t save and then tell him he doesn’t exist?! Well not this time! I don’t need you to tell me what I can or can’t do! I can do just fine without you!” 

This stunned the boys. It then made them angry. 

But they had no time for continuing the argument. George grabbed an abandoned pool stick and growled “If you don’t come with us, you’ll get turned into a donkey like the other adults!” 

The puppet opened his mouth as if to say something, but then pulled an odd face. He then proceeded to bend over and vomit out a waterfall of liquid mixed with food that he had consumed at the park. 

It was a disgusting sight for the boys. 

“Well,” They looked up in alarm to see none other than M.B. with a large man by his side. “I wasn’t expecting you two to come.” 

“You brought Captain Underpants to the island, didn’t you?!” Harold snarled. “We aren’t letting you guys turn him into an animal too!” 

“Whatever you did, change him back right now!” George demanded. “We don’t let you get away with what you’ve done to him or the others! We saw your donkey dealings!” 

M.B. laughed. “The Professor told him some things he needed to know, but his behavior on the island is all his own doing! Also its too late for the others–once they change, they can’t turn back into humans. He’s staying with us and I’m sure the Professor wouldn’t mind including two little donkeys to his collection.” He gestured for the big man to head over to the puppet and the boys reacted fast and raced towards him. 

The puppet felt an unpleasant feeling in his stomach and to his annoyance, the boys grabbed his arms and pulled him out of the pool hall. “NO I’M NOT GOING!” He snapped as George and Harold lead him to the gates out of the cursed island. 

“Yes you are!” Harold firmly told him. 

M.B. took a radio out and pressed a button. “Yeah, we need to stop them.” He spoke into it. 

Moments later the boys’ companion was able to pull free and tried to run back, but in his drunken state he wasn’t looking where he was going and ran right into the edge of a building. 

The boys heard a loud crack and watched as the puppet backed away and held his face in one hand. When he turned around and he dropped his hand, they were greeted with the sight of a huge crack that crossed through part of his forehead, though his left eyebrow, and was dangerously close to his left eye. He let out a moan, but then seconds later he bent over and puked once more as an alarm went off. 

While he was still distracted, the boys grabbed him again and pulled him away. At this point there were even less adults out and about than before and when one of the employees saw the puppet and the children that were pulling him away, he grabbed a radio and yelled into it. 

“There’s two kids on the island! Check your monitors! I repeat! There are two kids on the island!” 

Then to make things worse, the automatons that had previously been dispensing cigars and cigarettes moved from their places and began to run towards the boys. 

“ARE YOU KIDDING ME?!” George screamed when he saw this. “THERE’S ROBOTS HERE TOO?!” 

The boys panicked and doubled their pace as their friend didn’t bother to pull away this time. They saw that the gates were slowly shutting and just when they were ten feet from it, he stopped to puke once more. The automatons were catching up and one of the vans was headed their way. 

George and Harold grabbed the puppet’s arms again and doubled their pace. This time they managed to squeeze through the gates and when the automatons were about to reach the door, they stepped into the puke, slid, and crashed onto their backs. 

“Isn’t there a boat we can steal?!” Harold asked as the puppet puked once more on the wooden docks when they reached it. 

George looked and saw a small white boat with its sail down and a motor attached to its backside. “There!” He pointed. 

Moments later, the boat left the docks and headed towards the waters which were bobbing up and down as if a storm was about to occur. 

The Professor watched the screen that showed the docks and he was not pleased 

“They are getting away!” He screamed and turned on his radio. “If they tell anyone about the island, my work will be ruined!” He yelled into it. 

“Didn’t you say that your test subject escaped last night?” M.B. remembered as his voice crackled on the radio. 

“Yeah, what of it?!” The Professor snapped. 

“You said that a boat of that size wouldn’t be so fortunate out in these waters while its still out and about. I think your problem will be solved without you having to do much. Besides, who would believe two children if they managed to reach the mainland?” 

The Professor then understood. “Oh!” He grinned and rubbed his hands together. “Yes... that is unfortunate for them!” 

**** 

The boys had little knowledge on how to sail a boat or how to start the motor. All they could do was raise the sail and hope for the best, but the waves were slowly getting bigger and they couldn’t see the mainland. As long as they got farther and farther away from the awful nightmarish island, it was better than nothing. 

Meanwhile, their companion was puking out the last of all that he consumed on the island into the ocean. He fell back into the bottom of the boat and let out a moan. 

“Oh gosh, what if we don’t make it back in time or get lost?!” Harold groaned. 

“We got all night, we have plenty of time!” George pointed out. 

“Ugh, all this rocking is making me feel sick!” the puppet moaned as his insides felt weird and his head was still pounding. “Why couldn’t we just stay on the island?!” 

In that instant, both the boys’ patience finally crumbled. They turned towards him with anger in their eyes. 

“We were saving your sorry butt!” George began. “They were turning all the adults into donkeys and you would have been next if we hadn’t gone after you! Didn’t you hear that guy who wanted to take you?! ! In fact, why did you even go to that evil island in the first place?!” 

“Yeah, you ran off and instead of coming to us, you went to the island! How do you think we felt about that?! You actually scared us and we had to look for you!” Harold pointed out. “How can we trust you after that?!” 

“And to answer your earlier question, we weren’t keeping you around because you being a stupid idiot was funny!” George threw out. “In fact, you being a stupid idiot caused us problems since day one! We had to chase you around and do everything to keep you from harming yourself or worse! We had to save your butt from getting in trouble and when you got yourself kidnapped three times by this point! We had to go through that terrible place just to look for you, even if we hated every second of it! And you have the guts to think you can do fine without us?!” 

“Ever since you showed up, our lives only got worse!” Harold couldn’t take it anymore. “We got in trouble because of you! You’re impulsive and you’re stupid! If you weren’t around, we wouldn’t have ended up in jail and missed school, none of our supplies would have been taken away, we wouldn’t have been yelled at, and we wouldn’t of been threatened to be sent away! I could be separated from Heidi because of you!” 

“We thought you’d be different from the other adults, but after tonight you aren’t any better than them! Maybe you’re actually worst than everyone else!” 

“Yeah! We shouldn’t be the ones who have to look after you! It should be you looking out for us! Instead you’re just another adult who let us down!” 

There was still alcohol in their companion’s system and it was clouding his judgement. Once again it might of been that as well as the anger (or maybe something more) when he retorted with a “Well you’re the ones who brought me here to begin with, so its not really my fault! If you really cared or thought I’d let you down, maybe you should of left me in your stupid comics! Or maybe never of made them at all if it was all for your own twisted amusement!” 

That did it. 

“FINE! YOU KNOW WHAT THEN?!” Harold yelled. “WE TAKE BACK OUR WISH! WE NEVER SHOULD HAVE WISHED THAT YOU WERE REAL!” 

“YEAH, ERICA NEVER SHOULD OF GIVEN YOU LIFE!” George also yelled. “BECAUSE IF YOU’RE JUST GOING TO BE LIKE THIS FROM NOW ON AND MAKE THINGS EVEN WORSE, THEN WE DON’T WANT YOU AROUND ANYMORE!” 

Before anything else could happen, a huge wave rose up and crashed into the boat. Everyone on board was knocked over and were sent into the cold ocean water. 

The puppet yelled and flailed his arms, but the waves shoved against him and took him away from the boat. More waves crashed into him and yet his body refused to sink as he was sent off towards the mainland. The only good thing they did was knock the tracker off of his cape. 

“GEORGE!” Harold yelled when he rose up to the surface. “GEORGE?!” He frantically looked for his best friend. 

“HAROLD!” George screamed and waved an arm as he rose up. 

The boys swam towards each other and held on. “Are you alright?!” Harold asked. 

“Lets get to the boat!” George yelled and the two quickly swam towards the boat that managed to stay upright. 

Deep below, in the dark depths of the ocean, a humongous shadow was casually drifting in the waters. An eye noticed the small figures frantically kicking their way towards the boat and it narrowed at the sight at them. 

The shadow shot upward towards George and Harold. When it got close enough, it opened its mouth to reveal all its teeth and readied itself for the strike. 

**Notes for the Chapter:**

> Oh boy.  
> I knew from the start this chapter would be tricky to do. Not just because the content involved things like smoking and alcohol. Not because I needed to create a place that was both tempting and repulsive all at once. No, it boiled down to ‘how can I corrupt CU and turn him into the worst version of himself? How can I turn him into someone similar to a certain someone?’ When I said that ‘Krupp would be in this in a way’ this was what I meant.   
> Some temptations would be lost on him, so what was there left?  
> Maybe the easiest way to become the worst version of yourself is to be gifted with knowledge that can destroy you. To be given doubt and have your beliefs shattered. Then allow yourself to indulge in vices can cause a nasty effect.  
> There was also the fact that he needed to be at his worst towards the boys for this specific chapter. It wasn’t as hard as I thought it’d be, but even that required care so as to not get too dark.  
> Other than that, if you know your basic WW2 history, then you will know what the Professor told CU. And yes, for those who already know or figured it out he told him EVERYTHING. I didn’t think it was necessary to actually show it because I trust my readers and also the information is too dark to actually go into in this fic.


	11. Makes no difference who you are

**Notes for the Chapter:**

> I don’t know the real life guidelines are for running orphanages in 1944, so most of what I wrote is made up.

His head hurt and he could hear the ocean waves surge back and forth. The night before was a blur and he could only pick up small bits and pieces as he struggled to wake up. Often he found himself falling back asleep and that was all he wanted to do. 

After a time, something brushed against his face repeatedly. He slowly opened up his eyes to see a familiar dog licking at his face. 

He quickly sat up and Greg backed away to give him some space. Lil’ Petey was by Greg’s side and he let out a worried “Meow?” 

He looked around–the sky was dark and cloudy but it was very much daytime. Had he been more knowledgeable, he could have figured that he had overslept until it was eleven or later in the morning. He was at a long sandy beach and could see the distant town as the iron gray ocean stretched out as far as his eyes could see. 

Wait a minute. Where was–?! 

“George?” He looked around. “Harold?” But there was no sign of either boy. In fact there was no sign of their boat. 

He then remembered what happened–they were yelling at him and then a wave came and–! 

Oh... Oh no. 

“GEORGE?!” He yelled as he got up and ran. “HAROLD?! WHERE ARE YOU?!” 

No answer. 

He tried to run into the ocean and head towards the island where he last saw them. “GUYS?! ANSWER ME!” He tried to swim, but not only would the waves refuse to let him continue on, but his own wooden body wouldn’t sink when he tried to swim down into the ocean. He screamed and called for their names, but there was no answer. 

After half an hour, the waves shoved him back towards the sands where he was forced to give up. The boys weren’t out on the ocean. But not knowing where they were made him very terrified and he couldn’t remember ever being so terrified in his life. 

But what if they were in town? They had to be! Maybe they took the boat to the docks and hurried back without him! 

“Hey, have you seen George and Harold?” He asked Greg and Lil’ Petey. The animals looked at each other and gave him a look as if they hadn’t. “They have to be back at the town!” He scrambled up to his feet and raced towards the town. They had to be there, they just had to! Otherwise– 

Otherwise... 

Otherwise.... 

***** 

Edith and all the kids at the orphanage knew something was wrong when George and Harold went missing. Ms. Harris had also gone missing, but that was the least of the kids’ worries. The older kids had gone out and grouped together to look for the boys while Edith had to stay behind in case someone would come over. Even the boys’ friends from school had been called upon for help. 

“You don’t think they just vanished for a bit like last time, do you?” Gooch asked Bo, Dressy, and Stanley. 

“Yeah, but they were gone for a good part of yesterday too.” Bo pointed out as they kept an eye for either the boy with the flat top and tie or the boy with the boy with the bad haircut. 

“Oh dear.” They heard Dressy and urned around to see her looking at a wall where several missing posters were displayed. They joined her and saw that many of the posters featured adults and some of them looked familiar, but others not so much. 

“Jeez, when did a lot of adults vanish on us all of a sudden?” Stanley gulped. 

“What if George and Harold were with them?!” Gooch realized. 

“Excuse me.” They turned to see Lisa and Billy. The two had hoped that the boys returned with Captain Underpants by this point and had been on their way to see them. “Are you guys friends of George and Harold?” Lisa asked. 

“Yeah.” Bo nodded. 

“We know where they went.” Billy frowned. “But I don’t think the adults will believe us.” 

*** 

The kids went to the mayor and, unsurprisingly, she didn’t believe their story about Pleasure Island being reopened. Neither did the cops. 

“How is this possible?!” Bo demanded as the kids left the station. “It should have been obvious the island was running again!” 

Unknown to them all, Melvin had been walking through town. He saw the other kids and couldn’t help but overhear what they had to say. 

“Well, there was a curfew out on the ocean that kept everyone off recently.” Dressy pointed out. “Maybe that’s why no one noticed?” 

“Well if the island only allows adults, they should have only sent back George and Harold!” Billy pointed out, shocking Melvin. “It’s bad enough that a lot of adults are missing, but what about kids?!” 

Melvin couldn’t believe it. George and Harold went to the island?! Honestly that didn’t surprise him, knowing them, but still he was never told about it by M.B.! 

“What if we need to tell the other adults?” Gooch asked, but the kids knew the risk–if the boys were declared missing, it could cause serious problems at the orphanage. If Harris came back before the boys, there would be even more problems. 

“We could ask around the docks, in case they snuck back in a boat.” Lisa pointed out. 

“Good idea.” Gooch agreed and they all went to the docks as Melvin tried to figure out what to do. He could either let things slide and stay out of trouble, or do something about it. 

Except... even if he could, the boys were likely gone in the worst case scenario. He didn’t have enough evidence to prove the island was indeed running. There was also no telling what would happen if he went against his cousin or that professor guy. Either way, there was going to be a huge consequence. 

***** 

Running right into town to look for the boys proved to be a huge mistake. 

“Hey, excuse me?!” He asked as he approached someone. “Have you seen–?!” 

“AAAAAHHHH!” The man screamed at the sight of him and ran away to his utter confusion. 

The second time was no different except the woman was screaming “STAY AWAY FROM ME, YOU CREEP!” as she ran off. 

After the third time it happened when another man screamed and ran, he looked at his hand and he then remembered. 

There was a reason he had to wear that disguise that he hated. He wasn’t real and unlike at the island, they all were able to see this. Without the disguise that he stupidly ditched, he had no choice but to run and hide behind some trees next to an abandoned store. 

When he was sure he couldn’t be seen, he tried to think. Maybe he could just wrap the cape around him and hold on tight? He rested his face in his hand until he felt something strange–there was a huge crack on his face. He ran his fingers over it in a panic–what had happened?! He noticed a cracked window in the abandoned store and looked at his reflection–there was a huge crack that crossed part of his forehead, over his eyebrow, and was dangerously close to his eye. 

He remembered now–he ran into the edge of a building back on the island. 

There was no way he could hide it. Not only did the huge crack show that he wasn’t human, it made him look scary and unheroic. 

He couldn’t look for the boys if everyone kept running from him. If he was captured again, he probably wouldn’t be so lucky like the other times. 

_“We had to save your butt from getting in trouble and when you got yourself kidnapped three times by this point!”_ The accusation rang in his head. 

He deeply regretted ever going to that island. He hadn’t felt like himself since he did it. He didn’t feel heroic–he knew that his actions hadn’t been heroic. It was like a stain that wouldn’t go away, no matter how much he wanted to scrub it out of his mind. 

“What are you doing behind a tree?” 

He yelped and turned around to see someone he wasn’t expecting in a million years.

“Hello, Captain.” Erica greeted him while still appearing as she did the last time he saw her. “I see you’ve been up to a number of things.” 

He felt very uneasy seeing her. This time he was more aware of what she was capable of. “Uh... h-hi!” He nervously waved. “Uh, I haven’t seen you in awhile! Nice weather, right?! Anyway, I was just–” 

“Don’t lie to me.” Erica turned cold as she looked deep into his eyes. “I know you’ve been good about being honest so far. So I’m just going to cut to the chase–why did you think going to the island was a good idea?” 

“I just–I thought it would be fun and I was told there’d be bad guys?” He was feeling himself cave in. “I didn’t think anything bad would happen!” 

“But you knew that the boys were waiting for you. That they would go after you and help you, didn’t you? Now where are they?” 

“I... I lost... them in the ocean...” He stammered as he reluctantly recalled everything. He collapsed to his knees and pleaded “Look, I’m trying to find them! I promise I’ll do whatever it takes to make sure they’re ok! Just please make me forget any of it ever happened! I don’t want to remember what I did!” 

As he spoke, Erica picked up on something that he had not been aware of. The way he spoke had a slight change–it lost the ‘superhero’ and the ‘child-like’ tones. His voice sounded more natural, more adult, but it was more scared–it was marking the end of something, and not in a good way. 

“I don’t take away memories, no matter how painful they are.” She shook her head. “Not if you can learn from them. Sometimes we all have to suffer a consequence in order to grow as a person.” 

“But I did bad things! I wasn’t being who I’m supposed to be! I don’t want to be tempted to be bad or be mean again! Please make me forget!” He begged. 

“I can’t give you back the innocence you once had.” Erica shook her head, to his increasing frustration. “Perhaps this all could have been avoided if you listened to your conscience. I was hoping you could have done better after everything else–” 

“Well geez lady, maybe you shouldn’t of brought me to life to begin with!” He couldn’t take it and roughly snapped with an uncharacteristic gruffness. “You let me come into a world where bad things happen that shouldn’t happen, and you couldn’t let me have my powers to fix it! You couldn’t even do your job properly so why’d you make me a joke and mess with my head too?! Why couldn’t you leave me be if I was going to suffer for all of this?! Or maybe George and Harold shouldn’t of made that stupid wish at–!” 

He realized what he was saying and grabbed his mouth. He was sounding as he did on that island. Why didn’t these thoughts go away?! 

“Oh God,” His eyes widened in terror. “What’s happening to me?!” 

Erica sighed. “ _This_ is also why I knew I couldn’t turn you fully human on the spot. I knew those boys might not get who they truly needed. I knew there was a chance you’d have a bad reaction to the reality of this world. I knew it could corrupt you, but I didn’t think it would end up like this. Not only did you let your experiences twist you into the way you are now, but you completely shattered the boys’ faith in you and in the world that they live in.” 

“No, please, you have to undo this! I want to forget! Please don’t let me turn into something I’m not!” 

“I won’t. If you are going to act like this and refuse to accept the consequences of your actions, maybe I should take away the gift of life you now seem too eager to squander away–” 

“NO!” He screamed and got on his feet as terror struck his heart. He ran as fast as he could and Erica watched on without attempting to stop him. 

He had no clue where to go, so long as he could run away and stay alive as long as he could. He ran without stopping and without the feeling of exhaustion that overtook all living things. 

When he finally stopped at a place where he could be alone, he collapsed and curled up into a ball. He felt like sobbing as he tightened his hold on himself. He knew that he was sad and wanted to cry, but he was literally unable to do so. The most biological human reaction was denied from him and yet the emotion was all too real. 

He didn’t feel like a superhero. He didn’t feel like himself anymore–he didn’t even know who he was becoming now and he hated whoever it was. He wished he could have his memories erased and he wished that he hadn’t been brought into such a dark world, but he was too afraid to lose his own life. Why was that? 

The irony was that for all his beliefs about being a superhero, he had no clue what it meant to be an actual hero in this world. If a superhero couldn’t exist, then what was there left? If he wasn’t supposed to be real here, then who was he instead? 

***** 

When the doorbell rang, Edith answered it and met a well dressed woman. “Hi, you aren’t Harris, are you? I’m Mrs. West and I work for the county.” She introduced herself. 

“Oh! Uh, no I’m afraid not.” Edith frowned. “In fact I’m afraid she hasn’t been around since last night.” 

“Do you work here too?” 

“Well...” Edith grew nervous. 

Moments later, they both entered Harris’ office where West began to explain her visit. 

“Harris has failed to keep us updated on certain things for quite sometime and after some investigative work, we found out that she’s been illegally renting the orphanage out to make additional money. I take it you’re the tenet?” 

“Well, yes.” Edith was getting afraid. 

“We don’t allow this unless she were to actually hire you, though we would also need to check your background and have you fill out paperwork in that case. We can allow up to two adults to work at an orphanage if the ratio of workers and children is appropriate.” West frowned. “But it seems that this was not the case, nor did she tell you that. Given her progress and that she withheld that information, I’d imagine she was trying to make more money for herself.” 

“Oh.” Edith frowned. “Well, I work at the elementary school for most of the day. Maybe I could still take over for her when I’m not busy?” 

“Ideally we want the care takers to be on site as much as possible. To tell you the truth, we don’t see this orphanage being in business for too long, especially in the event that no other children are orphaned when the war is over.” West gave her a sympathetic frown in return. “We will do what we can to ensure that all ten children are adopted within this building before the summer of 1945 if no more come. When Harris comes back, you need to let her know that she’s at risk of doing jail time and that you will have to leave unless you are hired before Christmas. We can even try to work something in for your schedule as long as there’s one additional person present for the majority of each day.” 

Edith sighed and held her head in her hands. This was too much to take in for her. She knew what kind of problems to expect. “Some of these children are siblings or have grown up together.” 

“Well, we will do what we can to help out. This war lead to an increase in marriages, so there’s some hope for an increase in adoptions. But we can’t guarantee that all the kids will be together.” West admitted. “If it were as easy as wishing on a star, all the kids would go to nice homes and many of them will still get to grow up in the same town. If you want to stay, I’d get started on applying as soon as possible, but you need to start planning for the inevitable.” 

**** 

Many of the younger children at the orphanage had been playing outside. The sky was slowly getting darker and many of them began to head back indoors–all but one. 

Heidi swung on the swing set–a plank of wood and two ropes attached to a tree–as she closed her eyes and soar into the sky. She was afraid for her brother and George–they hadn’t been gone this long before. She tried to take her mind off it as she kicked and soared as high as she could and sang to herself. 

Meanwhile a certain puppet returned back to the orphanage. 

He had no idea where else the boys could have gone, but maybe they made it back here. He wanted to make sure that they were ok, but he was afraid to face them after all that happened. He regretted abandoning them, even if they hadn’t been honest enough with him. He managed to get over the fence, which alerted Heidi and she hopped off the swing set. She took one look and a huge smile broke out on her face. 

“Captain!” She called out and race towards him. He panicked and before he could do anything, the little girl swung her arms around him and hugged him. “I haven’t seen you in so long! I missed you!” 

He had no clue what to do, but the sight of Heidi gave him a pleasant warm feeling and for a moment he was able to forget his problems. “Hi there, Heidi.” He smiled and hugged her back. 

Unlike her brother or his friend, Heidi desired parental affection more than they did, from the simple pat on the head to an embrace. The feeling of hard wood wasn’t the same as human skin and cloth, but the security was still there and Heidi missed it so badly. She didn’t even realize that the superhero’s voice didn’t sound as cheerful as it used to be–she missed him too much to care. 

He then remembered something very important. “Uh, that mean lady isn’t here, is she?” 

“No, she went missing along with a lot of other adults who went missing today and the day before.” Heidi shook her head as she let go of him. “It’s weird, but I’m glad she’s not here.” 

Why were a lot of adults–? He then remembered that most of the adults who came to the island with him were from the town. So George and Harold were telling the truth? He then felt awful again as he completely missed that something was wrong at the time. 

“Is something wrong?” Heidi noticed the horrified look on his face. 

“What?! Uh–!” He stammered. “Just... just thinking of something.” 

“By the way, you don’t know where my brother or George is, do you?” She asked the last question he wanted to hear. 

“I–” He couldn’t lie to her, but if she knew the truth, she’d hate him forever too. “I lost them.” Was all he could dare tell her. “They got mad at me because I did a bad thing. I don’t know where they are now.” 

“Oh,” Heidi frowned. She headed to the porch that lead to the backdoor and sat down. 

“Can I you something?” It was his turn as he thought back to all that she said when he first met her. “What did you mean by the boys ‘making me?’” He sat down beside her. 

“Well Harold and George first made comics about you back when Mama was alive.” Heidi thought back. “Actually, they didn’t make your comics for awhile after Mama and George’s parents died. They were sad, but then they made the comics again and we were all happy again. I think making the comics helped make them happy a lot faster than their pranks. I’m happy they continued, because the comics cheered me up too.” 

That was new to him. He didn’t know that he made the boys happy when they needed it the most in their lives... Except– “But I’m not really ‘Captain Underpants.’ I’m actually a puppet dressed like him, aren’t I?” 

“Well, they found you as a puppet and dressed you up like how you’re supposed to look. But Harold made your face all by himself with paint.” Heidi grinned. “It was amazing, and we all got to play with you–even Miss Edith joined in! At bedtime I told them that if I had to wish on a star, I’d wish you were real, and then we’d all be happy and have someone looking out for us. I didn’t think they’d actually make the wish.” 

“So I’m not really him? I’m not real?” 

Heidi frowned and looked right at him. “What are you talking about? You are Captain Underpants. You’re pretty real enough to me.” 

If he could cry, he would of right then. He wanted to give the child the hugest hug imaginable. She took him seriously enough to make him feel better about himself. “But I’m not real yet.” He pointed out as he looked at his hands again. “The Blue Fairy told me all these things, and I’ve done all that I could. But I don’t know how I can prove it.” 

“Well maybe you need the right moment!” Heidi smiled. “In all the stories I’ve heard, heroes always have to prove themselves by doing something huge! Sometimes it’s a quest, but sometimes it’s doing a really good deed or making a sacrifice–whatever that means.” The puzzled look he gave her was very understandable. 

“Speaking of which,” Heidi couldn’t help but wonder “If you wished upon a star, what would your wish be?” 

“Wished upon a star?” 

“Yes! Everyone wishes for something! I’m sure you have a wish too!” Heidi then had a fun idea. “Mama used to sing to us almost every night.” Heidi spoke up. “She sang a lot of songs, but she almost always sang a certain song to us. Harold would sing it to me after Mama died. Would you like to learn it?” 

“Sure.” He smiled. 

Heidi clasped her hands together and gently sang. _“When you wish upon a star, makes no difference who you are, anything your heart desires will come to you. If your heart is in your dream, no request is too extreme, when you wish upon a star as dreamers do.”_

**** 

Edith was in the middle of making dinner in the kitchen. It helped take her mind off things for a bit, but then everything came back to her when she thought of all the kids whose future was uncertain. 

She wanted to scream at the unfairness and confusion of the entire situation. That awful woman left the hugest mess of all for her to do instead, and she couldn’t stomach the idea of the kids in the care of someone just as bad. But what could she do?! 

Edith went out and headed towards the backdoor. She wanted to go outside and clear her head for a bit. She was about to open the door when she heard Heidi excitedly say on the other side: “Ok! Your turn.” 

She then heard the last voice she expected singing a song that she had heard Harold sing to his sister a few times before. It was Benjamin’s voice. 

She never heard him sang before, but she was very shocked at the soulful, yet sweet voice. She knew that he was singing to a child as if singing a lullaby (and the mental image was both heartfelt and promising), but it was making her heart beat faster. 

_“Fate is kind, she brings to those to love the sweet fulfillment of their secret longing.”_ Heidi was resting against the hero as he had an arm around her. Her eyes were closed as she listened to his voice and pretended that things were different–that instead of the orphanage, she was in a real house and that she had a real parent who was there for her once again. Neither of the two noticed the door slowly open as Edith waited for him to finish singing. 

_“Like a bolt out of the blue, fate steps in and sees you though. When you wish upon a star, your dreams come true.”_

Edith then stepped out, with a compliment waiting on her tongue as she tucked her hair behind her ear. Her smile dropped to a confused frown as she saw the backside of the Captain Underpants puppet that George and Harold created and that Heidi was resting against with his arm around her. Heidi sensed that she was there and when she turned around, the girl gasped in alarm. 

Then to Edith’s bigger shock, the puppet turned his head to look at Heidi before looking at her and revealed a _very_ familiar face. 

“Oh hi Edith!” He beamed and waved. 

The wide eyed shock in her eyes and the way she froze up instantly reminded him that he wasn’t in disguise this time. 

“Uh-oh.” His smile dropped. 

“Wha-wha-?” Edith stammered and began to point at him. George and Harold’s puppet was a live and moving and he had the face of– 

Suddenly–either because the information was to much to process, because there was a lot to be stressed about that day, or because the powers of fate said she had to (and the writer had no clue how this could physically be possible)–she promptly fainted and crashed to the ground to the shock of the other two. 

“She fainted!” Heidi gasped. “I thought that only happened in stories!” 

“Oh darn!” He gulped and panicked. “What do I do?! She’s never seen me when I’m not in my disguise!” 

“Disguise?! Oh yeah, when you’re pretending to be a citizen–” It then hit Heidi. She gave him a smile not unlike her brother’s when an idea hit him. “Oh, I know what you got to do.” 

Moments later he was carrying the unconscious woman in a bridal style. Upon seeing the image of a superhero carrying his love interest in his arms for real, Heidi squealed with glee and bounced on her feet. “Ok, ok! Now you take her up to her room and get her to bed!” Heidi opened the door for him as he carried Edith into the house. 

However both of them completely forgot that other kids lived there too and the front door opened. “So it’s not much, but–” Bo was telling Lisa and Billy as they entered the building along with Dressy, Gooch, and Stanley. Lisa and Billy were somewhat surprised to see the puppet, but the others (who had not seen the puppet for quite sometime) were in for a huge shock. 

“Uh...” Gooch began. “Am I seeing things, or did that Captain Underpants puppet come to life?” 

“No I’m seeing it too!” Stanley then recognized him. “Wait, you’re the guy George and Harold brought to the farm?!” 

_“This is a huge twist!”_ Dressy sang out her surprise. 

“Uh...” Heidi nervously looked to the puppet as he had no clue what to do. He ran up the stairs (and almost knocked Edith’s head into the wall) as the older kids began to take in what was going on. Yet all the other doors to the children’s room were open and some of them looked up in time when he reached their floor. 

“No way! Captain Underpants?!” Kira gasped as she looked up from the game she and Keisha were playing. 

“In there!” Heidi hurried up the steps and lead her friend into Edith’s room. She was about to close the door as he placed the woman on the bed, but it was too late as all the children hurried after them and flooded into Edith’s room. 

“You’re actually alive!” A little boy squealed in delight as all the kids crowded around the very uncertain puppet as he stood by Heidi. 

“This is incredible!” Bo grinned as he and the older kids bursted in. 

“I didn’t think we’d actually be part of a comic or that superheroes could actually exist!” Gooch agreed. “Wait, are we in a comic?” He wondered as his eyes widened. “I think my perception of reality just changed.” 

“How did you come to life?!” Keisha asked. “Did George and Harold steal one of Melvin’s inventions?!” 

“Or maybe it was dark magic!” Another girl asked. 

“This is amazing, you’re really here!” Kira cheered. 

He was almost overwhelmed. He didn’t know what to expect when the kids saw him and yet much like Heidi they not only accepted him, but were also happy to see him. None of them treated him like a joke–they fully believed that he was an actual superhero. 

“Well... I suppose it was magic.” He gave them a smile. “I don’t know if it was dark magic, but that doesn’t sound good.” 

“Have you had to fight any bad guys since coming to our town?!” Another boy asked. “I bet you gave them a good whooping!” 

Captain Underpants couldn’t help but laugh. “Well I had help, but I did face some nefarious foes!” 

Captain Underpants had to leave the bedroom so that Edith could have her space, and yet he immediately felt relaxed around the kids as he talked with them and answered their questions. He was starting to feel like his old self again and he found himself enjoying talking to the other children. He didn’t have to feel like he was putting up an act around them and to his relief he didn’t feel his negative feelings rise at any time. 

Eventually the kids who were not a part of the orphanage had to go back home, but Captain Underpants still talked to the other kids who hadn’t realized that the sun had gone down, yet they still flipped on the lights when it got too dark. 

Edith let out a moan as she slowly sat up and held her head. Captain Underpants managed to look up in time to see this and he began to panic. He quickly darted into the room shared between Harold, George, and Heidi, and shut the door to the confusion of the children. Heidi then turned her head to see Edith awake and she hurried to the woman’s side. 

“Miss Edith, are you ok?” Heidi asked in concern as the kids watched and wondered what was going on or if Edith knew about Captain Underpants or not. 

“Yeah, I just–” Edith tried to process what happened. “Heidi... was... was that the puppet George and Harold made that was with you?” She hesitantly asked, almost hoping that she hadn’t imagined it. 

“Uh...Yes?” Heidi nervously bit her lip and looked back at the closed door to her room. 

In the bedroom, the puppet was trying to pull the window open, but it was locked. He couldn’t figure out how to open it and his panic increased–maybe the kids easily accepted him as he was, but Edith might not. The door then opened and he turned around in time to see Edith letting out a startled gasp upon seeing him. He let out a yelp and did the only thing he could–he turned away from her, sat down, and hugged his legs to his chest. 

Edith wasn’t sure what was happening, but she couldn’t help but slowly turn on the light and approach the puppet. Heidi then realized that she and the others needed to leave the two be, so she closed the door as the other kids became increasingly curious. 

He heard Edith coming and he buried his face against his knees–he almost looked like nothing but a massive red and black egg from her perspective. 

Edith knelt behind him. “Hey,” She began. “Are you...” She touched his shoulder and she felt him jolt. “Can you turn around? I need to know that I’m not going crazy.” 

He didn’t answer. 

She then softened her voice as she asked “Please look at me, Benjamin.” 

There was a pause and slowly he looked up and turned his whole body around. He nervously stared at her as he waited to see how she’d react. 

Edith sat down, reached out, and held one of his cheeks. He could feel a pressure, but not the exact feel of her hand and he’d of blushed if he could. 

Edith carefully examined the face before her. She saw the face of the man she only knew as Benjamin, but her hand felt the surface of hard wood and not soft flesh like she assumed. The rest of his body was that of George and Harold’s puppet. She tried to think back to how the puppet originally looked–she remembered the huge, painted smile and the black lines for eyes. She remembered kissing the same cheek that she was touching. She tried to imagine that face instead of the one before her and it was a perfect match. 

The face she was seeing now was more human like and not one that was created by a child. What should have been painted lines were eyes that were so realistic that they were no different than her own. What chilled her to her core was that the beautiful eyes she was seeing now was missing the confidence, the merriment, and the energy they normally held. His eyes were now no different than someone who had probably experienced more than they wanted to see and there was a silent terror in them as if he were now afraid of her. 

“Benjamin... are you really the same puppet George and Harold made? Are you really Captain Underpants?” She dared to ask. 

The terror in the eyes momentarily increased. 

“Yes... yes I am.” He reluctantly admitted as he understood that she’d want an actual human man and not a child’s creation. He was experiencing a second heartbreak as he realized that she probably wouldn’t want to be with him any more. “I’m... sorry.” 

“For what?” 

“That I–” His hand was raising up to cover the hand that held his face and he stopped himself. “I’m sorry that I’m not real or normal enough for you.” He dropped his hand in defeat. “I’m sorry I wasn’t being honest and I did something horrible that I don’t think I can fix. I’m not good enough to be hanging around you anymore.” It killed him to say it. He knew way too much and done something so horrible, and there was no way she would want to be with him if she knew it. 

Edith had no clue what to say. Her eyes darted down towards his hands and she finally saw them for what they actually were–she saw the joints and the lack of fingernails or other fine details. Experimentally, she reached out to grab one of them and it engulfed her own. 

“You being there when I needed it was awfully real to me.” She reassured him as she let go of his cheek and took his other hand. “You helping me and listening to me was real to me.” She finally smiled. “I don’t know how it all happened, but I guess I was able to meet a real hero after all.” 

If he had a heart, it would be beating wildly. If he had nerves, his hands would be shaking. He didn’t need to fly in order to feel the lightness inside him. He couldn’t help but give her a smile and he felt an overwhelming urge to do something– 

Except.... 

“Yeah, but I still did something bad.” He shook his head. “I lost George and Harold and I can’t find them.” 

Outside, the children had backed away from the door and were talking to themselves. What was going on? Had Edith actually met Captain Underpants long before they did? Heidi herself hoped things would go ok. 

“Heidi...” 

Confused by the unfamiliar adult voice, Heidi turned around to see a tall, beautiful woman dressed in blue. None of the other kids seemed to notice her as she held out a blue piece of paper to the child. 

“Can you give this to him?” She asked. 

Heidi went over to take the paper. The woman smiled as she handed the letter over and patted the girl on the head before Heidi looked at the paper. She couldn’t read half of the words, but she instantly recognized two of them. Now on full alert, the girl raced to her bedroom, but had she looked back, she would of seen that the woman had vanished. 

“Hey!” She swung the door open just as Edith was about to hear the full story of how the boys went missing. She went to Captain Underpants and handed him the paper “A lady in blue wants you to read this! It has my brother’s name! George’s too!” 

Captain Underpants instantly knew who the child meant, but was confused by the paper. He took it and upon realizing it was a letter, read it: 

_‘I know where George and Harold are. They are still alive and safe, but getting to them will not be easy._

_A whale that was given a growth serum had escaped from the lab on the island. It has grown to a monstrous size–imagine a tall, dark building flipped on its side–but it has been attacking and eating whatever it could out in the ocean. While you were able to reach the town the other night, the boys were not so lucky and were swallowed by the whale.’_

“They were swallowed by a whale?” Edith was also reading the letter and found that part very confusing. 

“My brother and George were swallowed by the giant whale?!” Heidi panicked. “It’s real?!” 

“The whale is real?!” One of the kids who overheard thanks to the door being opened squeaked. 

“I KNEW IT!” One of the kids shrieked as the other kids panicked. Meanwhile Captain Underpants continued to read the letter. 

_‘The whale is still somewhere close to the town, though finding it will be hard at night time. The boys are still fine, but they won’t have a lot of time left. If your heart is still in the right place then I advise that you make haste.’_

He was shocked by this. Perhaps he was so used to the boys being able to watch out for themselves and helping him out that he wasn’t expecting them to be in such danger. The idea of them being swallowed alive by a huge monster was a terrible thing to imagine and he’d be lying if he said he was terrified by the idea of facing something like that. 

But he already knew what he had to do–maybe he couldn’t be the exact superhero he was supposed to be, but this time– 

“I have to go get them.” He firmly decided. 

“But the giant whale is supposed to be so huge that it eats whole boats!” Heidi pointed out. “And it could be anywhere!” Then to her surprise, Captain Underpants let go of the letter, got up, and began to head out. It surprised the other kids who had just learned that a certain local legend was (supposedly) true. He was about to go down the stairs when Heidi grabbed his hand. “Wait a minute!” She protested. 

“Heidi, I got to do this.” He knelt down and gently placed his hands on her shoulders. “Remember when I said I lost them? I did something very bad and got them into this. So now I need to save them and bring them back. I have to fix this and then you can have your brother again.” He added as he understood that the boys still had friends and family that they needed to return to as soon as possible. 

“But it’s getting dark! you wouldn’t find the whale tonight!” 

“I was able to see perfectly last night. Besides, the sooner I’m out there–” 

“I don’t think you’d be able to see much under the water when it’s dark.” Bo pointed out. 

“And wood doesn’t sink, so if you’re going to look underwater, you’d need a way to stay down.” Another kid pointed out. 

Captain Underpants then understood. “Oh... oops.” 

With that, the grand rescue had to be put off for the morning. 

***** 

Sadly for the children, they all had to go to school the next morning so they never got to see Captain Underpants off or were able to assist him. That only left Edith. 

Edith was never one to skip a day of work on purpose or be late–she valued what money she could make with any job that she had at the time. This time she chose to be late so that she could help Captain Underpants. 

It was a chilly early morning and the sun was starting to rise. She was able to find some rope and she helped Captain Underpants locate a rock large enough to keep him from floating, yet light enough that he could easily carry it. 

Finally they both came upon a cliff that overlooked the ocean and granted a lovely view of the town. One wrong move could send someone into a long drop down into the ocean. 

“Ok, I think that’s it.” Edith finished tying one end of the rope around the puppet’s waist while the other was tied around the rock. She pulled at it just to make sure it was secure and stepped back. 

“Perfect!” Captain Underpants grinned. “Now all I have to do is fall into the ocean and sink!” He turned towards the cliff’s edge and began to grab the rock. 

“Are you sure?!” Edith quickly grabbed his arm. “I mean you could just walk down to the beach!” 

“Yeah, but I would lose a lot of time.” Captain Underpants pointed out. 

That wasn’t what Edith was worried about. At this height, a person could die and it might of been no different for him. She didn’t know why, but she was getting a bad feeling about this whole thing. Then again her world had flipped on its head after finding out the truth about her crush, so perhaps everything would turn out ok despite all odds. 

“By the way.” Captain Underpants began. “I really appreciate your help. I wish I could have done more to help you back.” 

“Oh, but you don’t have to.” Edith tucked her hair out of her face. “Actually I should be saying that, considering all that’s happening. I thought heroes only existed in stories and yet here you are going to save someone’s day yet again.” 

He instantly thought back to when he first met her and realized she had a point. If he was a hero then, he could still be one now. He gave her a nervous nod. “Right! Well then!” He grabbed the rock and turned around. “Here goes nothing!” He took two steps and was about to jump off when Edith quickly grabbed his arm again. 

“One last thing!” She promised. “Just something for luck? And for being there for me when I needed it.” She added. 

“Oh?” He smiled. “And what would–?” 

To his surprise, Edith moved in and kissed him on one cheek while her hand cupped the other one. 

This time it wasn’t a kiss for the sake of playing pretend–this time she truly meant it. This time she wasn’t going to get nervous–this time acting on what she wanted was much easier for her. 

He was unable to think. He was not expecting it. He felt the pressure and he swore that he could almost actually _feel_ the kiss. 

Edith pulled away. “Come back safe now, alright?” She sweetly smiled to him. 

Captain Underpants remained frozen with a gapping mouth as he stared at her. He couldn’t help but give her a huge, silly smile and he giddily saluted. “I certainly will, Edith!” He giggled in excitement as he took a few awkward steps back–then promptly forgot that he was standing on the edge of a cliff. 

“AAAAAAAHHHHHH!!!” He yelled as both he and the rock dropped into the ocean. 

Edith gasped and hurried over. She peered over the cliff as the puppet superhero fell and crashed into the ocean, causing a very large splash. 

“I’M OK!” He quickly popped back up moments later and waved before the rock he was attached to and pulled him back under. 

“Please be careful.” She pleaded, even if he couldn’t hear her. 

As Captain Underpants sank to the ocean floor, he couldn’t stop giggling in delight as the lack of lungs allowed him to breathe under water. “Edith kissed me!” He exclaimed as bubbles came out of his mouth as he touched the cheek that Edith kissed. “She kissed me!” He threw his hands out as all the nearby fish and crabs just minded their own business. “I’M SO HAPPY I COULD FLY OVER THE MOON!” He screamed. 

**Notes for the Chapter:**

> Such a lot of emotion, but he’s back to his old self in time for the climax (and remember that no hypnosis equals no turning into a grouch when wet).  
> Ah, yes. My inner shipper was waiting for this chapter. Also no–no matter how many times it happens, CU is ALWAYS going to be a giddy lovesick fool who falls/runs into something whenever he gets kissed by his sweetheart in my fics.  
> Any way...yes, I FINALLY went through an entire chapter in a CU fic where neither George or Harold show up! I didn’t think it’d be possible, but it finally happened.


	12. The Giant Whale

**Notes for the Chapter:**

> I HATE the idea of getting eaten. I hated it since I was a child.  
> I was afraid to get to a certain level in Kingdom hearts because of it.  
> Figures I’d not only come back to this scenario, but it’s for the AU based off a story that uses that specific plot point.  
> Anyway, lets check on the boys, shall we?

***About two nights ago*** 

“Come on!” George yelled as he and Harold swam to the boat. They both managed to grab it and they struggled to get up onto it, but it was when they crashed onto the bottom of the boat that something unexpected happened. 

The boat was sucked downward as a set of sharp teeth went over them. 

The night sky was quickly replaced with faint purple and pink. The boat spun through the water as the two boys held on before i crashed into something. It was tossed one way before it went another way. Everything was too fast and chaotic to take in what was going on, but everything eventually calmed down. 

As their hearts furiously pounded in their chest, George and Harold were able to look up and see an unexpected sight. It appeared to be the inside of a large whale’s mouth–its fleshy insides were unexpectedly glowing purple and pink so they could see inside it. A large set of teeth were closed tightly on one end while the other end seemed to lead towards the throat. There was an old metal fishing ship resting against one side of the mouth and several planks of wood or driftwood floated in the water that was still in its mouth. 

“Harold?” George nervously began. “Are we... did we get swallowed by a whale?!” 

“We did George!” Harold grew afraid as they both realized the same thing. 

“The giant whale is real?!” They both yelped. 

“Wait, where’s–?!” Harold looked around, but there was no sign of Captain Underpants. Then again, neither one wanted to see him in that moment. 

Moments later, they took their boat towards the old fishing ship and tied it to it so that it wouldn’t drift away. “What do we do?!” Harold wondered. “We got to get out of here!” 

“Yeah, but how?!” George pointed out. 

***The next morning**** 

“OPEN UP YOU STUPID FISH!” George screamed as he and Harold tried to throw wooden planks at the teeth, but they refused to budge. 

****Later**** 

The boys watched as the whale opened its mouth again to swallow up several fish. To their dismay, the fish came with a large river of water that filled the mouth up until the whale clamped its mouth shut. The two also had to hide themselves inside the ship when the whale tilted at an angle that sent all the fish right into its throat. 

They learned that they couldn’t leave when the whale ate–the water would likely keep them inside if it didn’t send them towards the throat. 

To their luck, one of the fish managed to land right onto the ship. They grabbed it and put it in a barrel as they thought of how to prepare their only likely meal that they’d get for awhile. 

“I’m not going to like cutting it up.” Georg shuddered. “We’d also need a fire.” 

“Yeah, and everything is so wet right now.” Harold pointed out. “We’d have to wait.” 

They looked back at the inside of the fishing ship. It had everything they needed to not only prepare a fish, but also to catch more if they were lucky again. Miraculously there was a few containers of fresh water for them to drink and even some life vests and oars. 

They dared not to imagine if anyone had been on the ship at the time it had been swallowed up. If there had been, then they were not as lucky as the boys had been. 

**** Later again*** 

“I gotta go pee.” George whined before it struck him. “Hey, if we let the whale know that we’re turning him into our own toilet, he’ll have to spit us out!’ 

“Good idea!” Harold grinned. 

To make a long story short–it didn’t work. The whale had too much liquid in its mouth and it couldn’t tell the difference between ocean water and human waste. 

“OH COME ON!” George yelled. 

*****Later still**** 

“I wish we had supplies to make a comic.” George moaned. 

“Can’t you think of a story?” Harold asked. 

George tried. It only lasted for two minutes before he quickly got bored. “No, I don’t have anything to write it all down.” 

****And later again**** 

The boys found just enough to start a small fire and they prepared the fish in a huge metal bucket. 

“Man, that’s a lot of smoke.” Harold commented as the fish hung on a metal spike over the bucket and a bunch of smoke emitted from both the fire and the fish. 

“THAT’S IT!” George leapt up and startled Harold. “We make a huge fire that’ll produce lots of smoke! It’ll make the whale sneeze us out!” 

Harold’s eyes widened before he grinned. “That’s perfect! George you’re a genius!” 

After they ate the fish, they gathered as much driftwood or wood as they could find in the whale. They even pulled out any cloth that they found on the boat. It took awhile, but they were finally able to get a good pile. 

George frowned at how much they had. “That’s not enough.” He shook his head. “We need more than this.” 

Harold looked around until he noticed that the top part of the ship somehow had a huge pile of driftwood and wood on it and there was even a sailcloth that was still up that looked flammable. “Look!” He pointed. 

“Perfect!” George smiled. Then he frowned again as he realized how high up the wood was. He tried to jump up to reach it, but it wasn’t any good since he was too short. 

Both boys looked for a way to reach the top, but there wasn’t any way. They even tried standing on each other, but it was still out of reach and they crashed to the ground. 

“This isn’t fair!” Harold slammed his hand on the ship’s floor. “You need to be as tall as an adult to get up there!” 

****Later yet AGAIN**** 

“I’m bored!” Harold moaned as he and George played the ‘Yell as loud as you can game’ after stashing what wood they had in a safe spot. 

“I’m bored!” George yelled. 

“I’m so bored!” 

“I’m so bored to death!” 

“I”M BORED!” 

“I’M BOOOOOOOOORED!” 

*****Uh... what am I even doing anymore?**** 

“George!” Harold finally noticed a sign on the ship. It said _‘REMEMBER TO WEAR A SAFETY VEST AT ALL TIMES!’_

“Our salvation!” George exclaimed before he and Harold eagerly changed the sign. 

It now read _‘EWW WEAR A FART VEST!’_

The boys laughed. 

“Hey, I just had a weird thought.” George realized. “Say that this was all just one story written out by someone. What if there was someone else who could give us a better sign to work with?” 

Both boys thought on this. 

“Well whoever is writing this needs to work on their sense of potty humor.” Harold agreed. 

****HEY I TRY, ALRIGHT?!**** 

“Ugh, George moaned as he stared at the fish head that came from the fish that the boys ate while Harold used a bit of burnt wood to doodle on the decks of the ship. “What do I do?” He asked the fish head. 

_“Why young sir, I suggest we fill this whale up with lots of tea!”_ For some reason George imagined the fish head talking in a British accent. 

“What?” George raised his eyebrow. 

_“Tis said that the meaning of life lies not in chance, but by effort!”_ He was now seeing the fish with a monocle. _“Work hard! Spend time wisely! Avoid charging seagulls!”_

George’s eyes widened before he slapped his face. 

_“By gum! Do not trust triangles! The only true word is that of the llama! Obey the sound of the beating heart!”_

George yelled and kicked the fish head away as Harold looked up. “Harold, I think I was just one conversation away from going to the crazy house!” 

****Uh... yeah that happened***** 

Soon it was Harold’s turn to go crazy after he tried to throw a metal pole at the whale’s teeth. “LET US OUT!” He then walked back and forth. “Got to get out, got to get out, got to get out!” He chanted as he tugged at his hair. 

“Harold calm down!” George worried. 

“CALM DOWN?!” Harold yelled and grabbed the boy’s shirt. “WE’RE GOING TO DIE AT THIS RATE!” He shook George. “WE CAN’T GET TO THE WOOD, WE HAVE TO WAIT FOR MORE FOOD TO COME, AND THERE’S NO TELLING WHAT’LL HAPPEN IF WE DO ESCAPE! WHAT IF THERE’S JUST WATER?! WHAT IF THE WHALE TRIES TO GET US AGAIN?!” 

“Harold stop!” George pleaded. 

“YOU KNOW WHAT HAPPENS TO FOOD WHEN IT GETS EATEN?! IT TURNS INTO POOP! WE’RE GOING TO END UP AS WHALE POOP!” 

“NO WE WON’T!” George yelled. 

“YES WE ARE!” 

“YOU DON’T EVEN KNOW IF THAT’LL HAPPEN FIRST!” 

“WELL WHAT ELSE SHOULD WE DO?! WAIT UNTIL IT THROWS UP?!” 

****That night**** 

The whale swallowed more fish, which meant more food for the boys when they decided to use the fishing poles that they found on the ship. Harold finally calmed down as George prepared their meal and they ate in silence and later rested as they tried to think of any other alternatives to escape if they couldn’t reach the top of the ship. 

_“When you wish upon a star, makes no difference who you are.”_ Harold quietly sang to himself. _“Anything your heart desires will come to you. If you’re heart is in your dream, no request is too extreme...”_ He looked up to see the fleshy insides of the whale. He couldn’t get to go outside to see the stars if he even wanted to. He let out a regretful sigh as he thought of his sister–if he was unable to escape, she’d truly be alone. 

*****Present day**** 

“It should be school right now.” George pointed out as he and Harold sat side by side and rested against the ship’s walls. “I didn’t think we’d miss school because we’re stuck in a whale.” 

“Same.” Harold grumbled as he hugged his legs against his chest. 

“I bet this is what Harris would want–this could get us kicked out.” George shook his head. “Except I don’t know if we’ll actually experience that or not. I don’t even know if its possible that we could get out of here in time.” They both knew that eventually the whale would figure out that they were still alive and try to finish the job or else they would get sucked towards its throat. 

Harold couldn’t take it anymore–there was no way they were getting out of there, wasn’t there? “George?” 

“Yeah Harold?” 

The blonde sniffed as he rubbed his eyes and looked at his friend as he tried hold back his tears. “I’m not ready to die yet.” 

“Me neither.” George felt a pain in his chest as he admitted his own thoughts. 

“There’s still so much I want to do. I don’t want it to end like this.”

“I wanted to die when I was an old geezer and we both became famous comic book makers.” 

“And when we both had families and lived long enough to see things get better for everyone.” George agreed. 

Harold reached over and hugged George, who returned the hug. They held on tight as they both tried not to cry, but ended up doing so anyway. 

“At least I won’t be alone when it happens!” Harold let out a sad laugh. “At least you were here!” 

“Yeah, how many best friends can say that they died together?” George also let out a sad laugh. “But I could go for one more miracle right now.” 

They continued to hug as they accepted their likely fate, yet unaware that help was soon to come from an unlikely source that had been _completely_ forgotten about by that point. 

******* 

“Hey I didn’t know swimming was like flying!” Captain Underpants exclaimed as more bubbles escaped his mouth whenever he talked under the ocean. The rock that he was connected to kept him from going up to the surface, but he found himself drifting up as high as the rope could allow him to. It really did feel like he was flying in the water and he could still see the sunlight reflecting the top of the water from where he was positioned. 

“Oh fish!” He exclaimed in awe as he saw some fish drift by. He watched for a few seconds until he had to slap himself in the face. “I’m supposed to be looking for a whale, not fish!” He told himself as he used the rope to pull himself back down to the ground. He kept a hold and proceeding to half walk and half swim his way ahead. 

The ocean was so much different than the world above. So mysterious and strange, and yet it was a lot harder to see what lay ahead. Still there was a nice peacefulness to it, even if it was almost too quiet. 

“Oh!” He noticed something odd–a toilet covered in barnacles was flipped on its side. How did a toilet get down here? “Huh, I wasn’t expecting that, but its not a whale!” Captain Underpants commented as he continued on his way. 

“Excuse me, but have you seen a large whale?” He asked a seal that drifted past him. 

“Have you seen a large whale?” He asked a crab that was clutching onto his index finger as a few more crabs tried to get to the rope he was attached to. “Hey stop that!” He waved them off. 

“George?! Harold?! Are you in there?!” He held open a dolphin’s mouth and yelled into it. “Wait a minute.” He let go and took another look at the dolphin. “Oh you’re a dolphin!” He realized and let out a sheepish laugh. The dolphin laughed back and swam away. 

He continued on his way and pulled the rock behind him. What on earth would this whale look like? Also, he really hoped it didn’t swim too far out because it would take a long time if it swam into the bigger parts of the ocean. 

Perhaps when he found the boys, he could tell them all about his experiences under the ocean. Maybe it’d help inspire them to come up with more ideas for stories. 

His smile turned into a worried frown. He hadn’t considered what would happen if they saw him again. They had been understandably mad with him after all he had done and the things he had said. Suddenly the idea of facing them was more terrifying than facing the whale. 

But he had to save them. He had to make things right. He hadn’t been much of a superhero since he met them, but this was the one time where they needed a superhero. Whether or not they wanted him around, he had to save them even if it had to be the last thing he ever did. 

***** 

A large mountain rested under the ocean, but it only appeared to be so on first glance. It was as large as a tall building that had flipped onto its side and was a dark gray. 

Then it opened a stormy grey eye the size of a human. It searched for its next meal and could see fish swimming in the distance. 

It was the whale who had once been a captive of the island. It had been taken from its home and had been forced to endure countless experiments. It had learned of the careless cruelty of a human hand. It had learned anger. It now saw everything with a red tinted gaze. Everything that moved was something that it wanted to attack or consume. 

It was now the king under the ocean. 

It waited as a school of fish drifted close enough. 

It saw something move in the far distance–it resembled a human. 

Humans were the worst of all creatures. Never again would they subject it to their own amusements. Any human it came upon was to be destroyed at all costs. 

It was time to eat. 

**** 

“Have you seen a whale?” Captain Underpants asked an octopus that scurried towards some rocks and hid underneath it. The father he got, the farther the sunlight moved away until it was slightly darker than usual, which made it harder to find the whale. He must have been in the ocean for close to two hours by this point. 

“Oh come on!” Captain Underpants angrily huffed and crossed his arms over his chest. “Where is it?! How hard can it be to find a large whale?!” 

There was a low rumbling behind him. Slowly he turned his head to see what appeared to be a mountain. 

Then the mountain rose upward and slowly opened up to reveal two rows of sharp teeth. 

If Captain Underpants had internal organs, he would have momentarily turned the ocean into his own bathroom in that very instant. 

“Found it.” He gulped as the whale charged forward and headed towards his direction. He screamed and tried to swim away but he was still attached to the rock. 

**** 

Water began to rush into the whale’s mouth while George and Harold ran towards the safety of the ship’s cabins. A huge wave of water surged onto the ship and knocked George back, and he was sent all the way across the deck towards the railings–specifically in the same direction of the whale’s throat. 

“George?!” Harold yelled as he raced to his best friend who was about to fall into the water. 

*** 

Captain Underpants was easily able to snap the rope in half with his bare hands before he swam for his life. 

“I’M NOT READY TO BE EATEN!” He yelled as his arms moved so fast that it was like they were propellers. Gradually the fish caught up to him and out swam him, but those that were far behind were not as fortunate as the whale quickly caught up and charged through a set of rocks as it swallowed the fish up. 

**** 

“AH!” George screamed as he and Harold were sent up into the air, but then he was sent flying over the railings. He grabbed the railings in the nick of time, but the force that pushed against him was also pushing him towards the throat where he would be sent to an unfortunate fate. 

“Got you!” Harold managed to reach him and grab on while holding onto the railings at the same time. 

**** 

“NO! NO! NO! NO! NO! I’M NOT A FISH!” Captain Underpants screamed as the whale’s teeth gradually began to reach him as the fish tried to swim up towards the surface. He could still out swim the beast, if he–! 

But if this was the same whale that swallowed the boys, then he had to let it get him, no matter how terrifying the idea of getting eaten was. He didn’t know if it was the same whale, but his gut instinct told him there could be no other whale as large as this one. 

He stopped swimming for only one split second–that was enough for the water to force him into the mouth of the beast. 

He yelled as he was sent into the whale. He had no clue where he was going, but then he rammed against something with enough force to snap an ordinary human bone in half. He quickly swam back up and found himself in the mouth of the whale. Over the sound of rushing water and crashing waves, he could hear familiar yelling. 

“Hold on!” Harold tried to pull George up so that he could step onto the ship’s deck and climb over the railings. Neither of them saw Captain Underpants in the water who felt a surge of joy when he saw that the two were ok. He tried to yell “HEY–!” But then a fish smacked him in the head. “HEY I’M–!” He tried again, but a wave of water crashed over him. 

The whale began to tilt upward as it chased after the fish. 

To the boys’ horror, they began to tilt towards the throat as the whale tilted upward. George soon found himself dangling away from the railings and towards the throat as he held onto Harold’s hand while the blonde gripped the railings with his free hand as he found himself moments away from falling downwards too. Harold was hanging over the railings in such a way that his tiny body would easily fall through them or over them if he was not careful or if he lost his grip. 

“HAROLD, SAVE YOURSELF!” George screamed as he knew he was doomed and so was Harold if he didn’t let go. 

“NO WAY!” Harold stubbornly refused as he felt gravity push against him. 

About this time, Captain Underpants managed to get onto the ship and he saw what was about to happen to the boys as he clung to it. His joy quickly turned to panic. 

“HAROLD!” George yelled. 

“I STILL GOT YOU!” Harold desperately yelled as he felt his grip slipping on the railings and his body was inches away from falling through them. 

Captain Underpants quickly flung himself onto the ship’s deck. He let gravity take over as he slid down the deck towards the boys. At the very second he reached Harold, he reached out and grabbed both boys by the arms and pulled them up at the exact moment the whale broke through the surface and crashed back onto its stomach seconds later. 

The water in the whale crashed against everything as Captain Underpants held the startled boys to his chest and was sent flying onto his back on the deck. Even as the waves crashed against the ship and nearly knocked him into a wall, he refused to let go of the boys. 

Moments gradually passed before things could calm back down. The water gradually went from splashing to sloshing around. 

Captain Underpants was unable to calm down as he held onto the boys. In fact his body was shaking as he felt a terror worse than anything he had felt before. If he made one mistake or had been a second too late, then the boys would of– 

“Captain Underpants?” 

He opened his eyes to see both George and Harold staring in shock at him. 

They got off of him and were unable to take their eyes off of him. The last thing they had expected was to see him again. 

He sat up and looked at them–both of them were not in the best shape and clearly had been miserable during their time in the whale. He had no clue if he was only dreaming them and he had no idea if they were still mad at him or not. Yet seeing them triggered something deep within him and suddenly everything else didn’t matter. 

“How did–?” George began to ask when to his surprise both he and Harold were practically crushed against Captain Underpants as he hugged them tight. 

“You’re both ok!” He sobbed as he realized just how much he had actually missed them. “I’m so sorry, I shouldn’t have left you guys! I’m sorry I’m such a stupid idiot!” His head crashed into their shoulders as his hold tightened up. “I take back everything I said that night to you guys! I was just–!” His throat felt tight and he had to take a deep breath. “I’m sorry that I didn’t do enough for you! I promise I’ll listen next time! I promise I won’t ever leave you again! I thought I lost you and I tried looking everywhere, and I didn’t stop! I shouldn’t of let this happen! I won’t let it happen again! I’m so sorry!” 

Both George and Harold were stunned. These words were the last thing they expected to hear him say. Those words were so unlike him–they weren’t the words of the Captain Underpants they knew from when they first met him or after the horrible incident at the island. Yet... 

They hugged him back and buried themselves into him. For the first time in quite awhile, they felt safe. For the first time in a long time, they felt something that hadn’t felt since their parents were gone. They felt like someone cared enough to go above and beyond for them. Someone cared about them enough to come for them. Someone was willing to put them both first before their own safety. 

“It’s good to see you again.” Harold told the hero. 

“Same here.” George agreed. “But can you loosen your hug a bit? I feel like you’re going to crush our ribcages.” 

****** 

The whale still rested on the surface of the ocean. From the safety of a cliffside, Erica had watched everything with a spyglass in her hands. 

She was pleased with how things were going. There was a reason why she decided to see if Captain Underpants would be willing to face the whale first before she could attempt to save the boys herself. She was relieved to see that his bravery was in the right place where it mattered the most. 

But there was still one final test of character that the situation presented. There was one final challenge that the puppet was not aware of that would determine his fate. 

**Notes for the Chapter:**

> Let’s give them a moment before the real challenge begins.  
> Also no–the fish head wasn’t foreshadowing anything. Don’t try to read into it.


	13. Escape

**Notes for the Chapter:**

> Ok, so while this chapter HEAVILY relies on the original sequence of events, I advise looking up the original scene if you can’t watch the movie. Remember that was made in 1940 and think about all the detail that was done for each frame. Remember that there was a time where CGI and computers had yet to exist.

After their reunion, the boys explained their escape plan to Captain Underpants. “See the plan was to make the whale sneeze us out.” George began. “To do that, we need to create a fire large enough–” 

“–To make a lot of smoke–” Harold chimed in. 

“–Which would make him sneeze and we’d fly out.” George pointed to the boat that was tied to the ship. “We’d be on that boat when it happens so we can just sail on out of here.” 

“That is an excellent idea!” Captain Underpants beamed. “Why haven’t you done it yet?” 

The boys shot each other an embarrassed look. “Well, we need more wood, but...” Harold pointed to the top part of the ship where a lot of wood was on the roof of the cabin. “It’s up there and neither of us can reach it.” 

“We tried everything, but we’re too short.” George grumbled. 

Captain Underpants looked from that part of the ship to the boys. It took him a few seconds before a thought struck him. 

“Oh I got it!” He reached over and picked the boys up. 

“Hey, what are you–?!” George demanded as he and Harold were carried over towards the cabin. Captain Underpants lifted them both up with little trouble until they were within reaching distance of the roof. 

“Oh!” Harold realized as he and George shot each other an excited look. They both reached up and, with a little boost from Captain Underpants, they got onto the roof where all the wood was. 

“Perfect!” George laughed in delight. “Thanks, Captain!” He gave the puppet a thumbs up as he and Harold began to toss or shove the wood off the roof. 

“You’re welcome!” Captain Underpants gave the two a thumbs up in return. 

Minutes later, the boys and Captain Underpants brought all the wood together onto the ship’s deck. Combined with the cloth that they found, they were all set. 

“Now that looks like enough!” George nodded as Harold clapped his hands. They both put on the life vests that they found on the ship and all that was left was to light a fire. 

“So you understand that once we get out of here, we have to head to the shore as fast as we can, right?” Harold asked Captain Underpants as George took out the matches they found on the ship that had been used for their other fires. 

“Right!” Captain Underpants saluted. 

“Uh...” George was about to strike the match when he shot a concerned look at Captain Underpants. “You better back away. We don’t want you to burn too.” 

The puppet understood and backed away. 

“Ok, here goes nothing.” George struck the match and a fire came out. He dropped it onto the pile of driftwood, wood, cloth, and anything else they could find. Thanks to their care, the wood was dry enough that when the match hit the first log it could touch, it instantly created a flame. George didn’t stop there and struck one more match before he dropped it in another spot and it too started another fire in that same pile. Soon the fires grew and eventually joined together, but more importantly it created a noticeable cloud of black smoke. 

“Oooooohhhh.” The still easily impressed Captain Underpants was in awe. 

“Ok, time to go!” George and Harold ran off and took Captain Underpants with them as fast as they could. There was no telling if the ship would catch fire too but it was very likely. They got onto the small boat and Harold quickly untied the boat from the large ship. All that was left was to wait. 

“Hey, I just thought of something.” George turned to Harold. “What if we had made the whale fart us out instead?” 

“Along with the smoke?” The boys then imagined a whale farting out smoke and they laughed. 

“Eh, actually never mind.” George realized the problem with that and shook his head. 

“Yeah, that wouldn’t of been pleasant.” Harold agreed. “Plus I don’t think we’d of survived getting digested before that happened.” 

***** 

Meanwhile, the whale rested on top of the ocean and took in the warmth of the sun while seagulls tried to avoid it. It was doing well until it felt a strange sensation in its mouth. That sensation reached the inside of its nose as smoke came out of its blowhole and it began to repeatedly breathe in as it felt an urge to sneeze. 

“IT’S WORKING!” Harold screamed in delight as he and George finished reading the sail. Never had they been so relieved to see sunlight–the whale’s mouth had opened to reveal the cloudy, yet still sunny sky. It was almost painful to look at since they hadn’t seen the sun for so long, but it was welcoming at the same time (and the fact that some of the smoke blocked out the sun helped their sensitive eyes). 

“But we aren’t going anywhere!” George pointed out. The whale breathing in as it readied to sneeze kept the boat from escaping. He quickly grabbed an oar and commanded “START ROWING!” 

“RIGHT!” Harold agreed. “Here!” He tossed an oar to Captain Underpants and soon everyone started to try to get as close to the teeth of the whale as possible. 

Seconds later, the whale let out a huge sneeze. 

The boat shot out of the whale’s mouth and sped off across the ocean water. Everyone was nearly knocked off, but after a few seconds the boat was able to come to a stop. 

“WE’RE FREE!” Harold screamed with joy and breathed in the fresh ocean air. 

“HECK YES!” George agreed as he and Harold gave each other a high five while Captain Underpants smiled at them. 

Then the whale began to take in another breath as it was about to sneeze once more. In doing so, it drew the boat back into its mouth. 

“OH COME ON!” George screamed in frustration. 

Fortunately when the whale sneezed again, it shot them back out, but this time it made the boat spin too. Everyone screamed and had to hold on tight and two of the passengers felt as if they were about to vomit when the boat finally came to a stop. 

“Ok, now I think I’m going to–!” Harold pulled a face as the others took up the oars again and proceeded to row to the shore. 

“We aren’t that far from the shore!” George noticed. Sure enough a wall of rocks was sticking out in the distance as well as the beach that was a few minutes away from the town. 

As everyone relied on the wind against the sail and their oars to get to the shore, the whale let out one more sneeze before it shook its head and was able to recover. It saw the boat escaping and it became enraged before it let out a horrible roaring sound. 

_Nothing_ was supposed to escape from it! 

“Hey I didn’t know whales could roar!” Captain Underpants looked back as the boys realized that the whale was furious and was more than likely going to attack them when they also took a look. 

“Oh no.” Harold groaned. 

“KEEP ROWING!” George screamed and everyone didn’t hesitate to do so. The whale gritted its teeth as it charged towards the boat as if it were a train with an alarming speed. 

“KEEP ROWING! KEEP ROWING! KEEP ROWING!” Harold frantically commanded as they tried to escape. Seconds later the whale ducked under the water with enough force to send up several waves. 

“What’s it doing?!” George panicked. 

Moments later the whale bursted out of the water above them and their boat ended up on its back. They were all knocked off the boat as the whale soared outward and they found themselves as well as the boat repeatedly hitting the whale’s back as they tumbled towards its tail. 

“AAAAHHHH!” George screamed as he and Harold were tossed up and down as they fell towards the whale’s tail. 

“HEY–! GUYS–! I’M–! COMING–!” Captain Underpants tried to yell for them as he could only let out one word for every time he rose into the air before crashing back onto the whale repeatedly. 

Eventually they all fell off the tail and crashed into the water, and the boat miraculously remained intact. “Hurry!” George yelled as they all swam back onto the boat. 

The whale realized its prey was still around so it tried to get itself to stop, but given its size, it took it a few moments to do so. 

Meanwhile... 

“MOM, THERE’S A HUGE WHALE THE SIZE OF A BUILDING OUT ON THE OCEAN!” A little boy who saw the scene out on the ocean screamed and tugged at his mother’s skirt as they sat on a bench near the beach. He watched as the whale sent up huge waves that crashed against the rocks near the shoreline as it tried to turn around. 

“Oh you have quite an imagination dear!” The woman chortled as she read a newspaper with the title claiming _‘JAPAN DEVELOPS LARGE LIZARD MONSTERS TO FIGHT AGAINST THE USA!’_

The whale completely turned around and charged towards the trio as they finally got back on the boat. 

“OH FOR CRYING OUT LOUD!” Harold screamed before they all went back to rowing the boat. 

They rowed as fast as they could and while they were getting closer to the sandy shoreline, they still weren’t close enough. Fortunately some waves helped sped up their progress when they went down them. However the whale eventually caught up to them and soared over the waves and into the air. 

It was moments away from crashing right onto their boat.

“GO BACK! GO BACK!” George yelled as everyone paddled in the other direction. Yet despite their best efforts, while they managed to avoid the whale as it crashed into the water, the tail took one swing and smacked the water with enough force to not only knock everyone off, but it resulted in the boat becoming completely destroyed into several parts. 

When Captain Underpants reached the surface, he frantically looked around. “GEORGE?! HAROLD?!” He yelled. 

“Over here!” He looked to see both boys swimming towards each other and fortunately their life vests kept them from sinking. He quickly swam to them and grabbed them by the life vests before helping them get onto his back. 

“Hold on!” He told them as they clung to his back and he headed towards the shoreline. He could see a series of large rocks and while it would have taken precious seconds to swim around them, there was still a hole that was formed by two rocks that were pressed against each other. If the whale struck the rocks, it wouldn’t be able to reach them and they could swim the rest of the way back to shore. He swam towards it as fast as he could. 

The whale bursted from the waves. It felt a strange tingling sensation in its body, but it didn’t care–it eyed the trio with a terrible fury. It would not let them escape–nothing would escape from it! 

“It’s coming!” George warned as he and Harold clung to Captain Underpants for dear life. The puppet swam as fast as he could in response. 

The whale charged towards them like a living train once more. The waves that it produced ended up helping its prey get closer towards the rocks. 

“Almost there!” Captain Underpants was about ready to reach the rocks as the boys looked back in alarm at the whale. He was so close to reaching it, but soon he was close enough to see that there was huge a problem. 

The hole that the rocks formed was big enough for the boys to pass through, but not big enough for him. 

He may not have been bright, but he instantly knew upon first glance that there was no way he’d make it through–he’d only get stuck and the whale could crash into him. The other option was to swim around the rocks, but he might not be able to get away in time and there was no telling where the waves would send him. There was too many rocks on either side and he couldn’t dare imagine what would happen if the boys struck the rocks if they weren’t as durable as him. 

He couldn’t risk it. He had set out to save the boys and they were more important to him than trying to risk saving his own life too. 

He kept on swimming towards the hole with as much determination and strength that he possessed. 

“HURRY!” Harold pleaded as the whale was getting closer and closer. To both his and George’s relief, Captain Underpants managed to reach the hole in the nick of time. 

“YES!” George cheered, but then he felt Captain Underpants grab him and shove him through the hole. “What–?!” 

“Hey, what are you–?!” Harold asked before he too was shoved through the hole. 

With both boys safely on the other side, Captain Underpants began to try to swim to the side as fast as he could, but the whale soon caught up to him in seconds. 

He wasn’t really afraid anymore–he had saved the boys in the nick of time. That was all that mattered to him.

_“If you wished on a star, what would your wish be?”_ For some reason Captain Underpants could help but remember that question before his fate was sealed. 

The whale crashed against the rocks and sent out a wave that forced both boys towards the shore while another wave forced the puppet away and sent him towards the rocks. 

The second after the whale hit the rocks, it let out a purple glow as the serum it was given lost its effects and it began to shrink down to its regular size. 

The waves blinded Captain Underpants and he was unable to see where he was going. 

He was able to feel it when his body struck the rocks. 

Not once, not twice, but multiple times. 

Over. 

And over. 

And over again. 

The final time it happened, everything went dark. 

***** 

An hour must have passed when George and Harold woke up to the sound of waves gently crashing on the shoreline. 

They both looked up to see that they had drifted onto the sandy beach. The rocks that they went through had been destroyed and they were just thirty feet away from a stretch of road that lead back into town. On one side was nothing but water while on the other was several rocks–most of which were large and some looked very sharp. 

“Harold?” George asked as he sat up, revealing a body covered with sand. 

“George?” Harold asked back as he too sat up. 

The two stared at each other as it all sank in. 

“WE’RE ALIVE!” George yelled with joy before he and Harold hugged. 

“I KNOW!” Harold yelled in equal joy. Finally they truly were free! Neither of them had any desire to go back onto the ocean or to see another whale for a very long time. 

“That stupid whale must of hit the rocks!” George laughed as he looked back at the destroyed rocks. “Where did it go?” He wondered. 

“Who cares!” Harold laughed. “We’re both alive and–!” Both he and George then remembered. 

Captain Underpants wasn’t with them. 

“Oh no.” George worried as he and Harold looked around. “Where’s Captain Underpants?!” 

“He shoved us through the rocks!” Harold remembered. “He was still on the other side when the whale–!” 

They both got up and tore off their safety vests as they called for their friend. 

“CAPTAIN?!” Harold yelled as they ran across the beach. 

“CAPTAIN UNDERPANTS?!” George screamed as he scanned the waters for the puppet. They looked and they looked, but they couldn’t find him. 

“Wait a minute!” Harold looked at the rocks and ran towards them and George soon followed. 

They continued to call out for the puppet as they crawled up the rocks. There were so many rocks sticking out and some of them were not safe due to how they stuck out or how slippery they were. They looked and looked until George saw a familiar shade of red on the other side of the rocks. 

“CAPTAIN!” George yelled as he and Harold hurried down towards Captain Underpants. He ended up on the shoreline where the road was still within walking distance, but he was laying face down in the sand next to the rocks while the water occasionally reached his feet whenever it stretched out. 

“Oh good!” Harold sighed as he and George stood by his side. “He seems alright. He’ll just pop up any second now!” 

They waited for him to do as he always did. He had survived falling from their window and getting hit by various things, so this shouldn’t have been any different. 

Moments passed. 

“Uh, Captain?” George knelt down and shook the puppet’s shoulder. 

No response. 

“Captain?” Harold began to worry as he also knelt down. “Why isn’t he getting up?” He and George then noticed something–there was a good sized rip or two in the cape and they could see large gashes in the puppet’s wooden backside through them. There was a large split in the back of his head and even one in his arm and leg. They both then realized just how many rocks were around them and they realized where the waves took Captain Underpants. 

If a normal human went through he had just been through... but he should of survived the rocks too, right? Except he still wasn’t moving. 

A sense of dread overcame the boys–something was clearly wrong and George then looked at Harold. “Help me try to flip him over.” 

Harold didn’t like the sound of that. Yet he went around to grab Captain Underpants and he and George carefully flipped him up so that he was resting on his back. The sight that greeted them was horrifying enough that Harold clasped his hands over his mouth when he and George gasped. 

The front of the puppet’s body was battered in several places that seemed beyond repair. Not only were there numerous dents, but also several cracks across his body. There was a deep, nasty split that went across his stomach and chest. There was another deep crack on his face and his eyes were closed. 

“Oh no.” George felt his heart stop as he and Harold stared at the terrible sight. “Captain?!” He shook the puppet’s body, but Captain Underpants wouldn’t wake up. “CAPTAIN?!” He shook the body again. Harold watched as George tried to feel for a pulse in both Captain Underpants’ wrist and neck, only to remember that the puppet never possessed a real heart or pulse to begin with. He even tried to feel for air from the mouth and nose, but there wasn’t anything. 

“No, no, no, no!” George shook Captain Underpants as Harold could only watch on. “You have to still be alive, you hear me?! Captain Underpants?!” 

“Captain Underpants?!” Harold pleaded as he moved closer to the puppet. “You’re just messing with us, right?!” 

No response. Not even a crack of that smile of his. The magic that kept him alive was no more. 

“Please don’t do this to us!” George pleaded as both he and Harold grew even more scared. “Captain can you hear us?! Captain?!” 

**Notes for the Chapter:**

> One chapter to go....  
> Also this is the second time I killed this character off in a CU fan fic.


	14. Truthful, Brave, and Unselfish

**Notes for the Chapter:**

> Sorry to keep you waiting for this.

School had ended and for once there wasn’t any surprise chores for Edith to complete when she returned. It was a huge relief for her to not have to suddenly go back out town or start up a chore right when she wanted to relax. 

She looked over the papers that Ms. West gave to her the day before as she sat at the kitchen table–if she filled these out and turned them in, she could be given responsibility to run the orphanage until... Well... with its future in question, she wasn’t sure for how long. 

She knew that she’d have to start keeping an eye out for another place to live in the worst case scenario. There was so much to consider that it overwhelmed her. Also, she still would need a second person to help run the place if what West said was true, but she didn’t know who could help her since she wouldn’t trust some of the adults in town around the kids. 

Except... what if there was someone that she knew? 

What if Benjamin could–? 

Her mind drifted back to him. Despite knowing the truth, she was unable to think of him as ‘Captain Underpants.’ He had always been ‘Benjamin’ to her. 

Could he help her when he was able to come back? He was already good with kids and they already adored him. But even with that concern, there were still other things to keep in mind. 

“Do you know when he’ll bring them back?” Heidi popped into the room. The little girl finally wore the purple dress and bow that Harold carefully tailored for her. “He said he would. I know he will.” 

Edith faced the girl. “Oh sweetheart, I believe he’s doing his best.” She told her. “And when the boys come back, I’m sure they’ll tell you everything.” 

Heidi smiled before she grew thoughtful. “I’m glad he’s alive and he made everyone happy... but I wish we could help him. I wish there was a way to make him real like he was told he could be.” 

Edith frowned. “What do you mean ‘real?’” Heidi was about to answer when she suddenly looked over her shoulder. Then the girl rushed towards the front door as if something alerted her and a confused Edith followed her. 

It was around that time that a truck stopped at the orphanage. George and Harold were in the back of the truck and they struggled to get the still unmoving Captain Underpants out. 

They had struggled with carrying him off the beach and to get him back into town. Fortunately the truck driver who had passed by stoped to helped them, but Captain Underpants still wouldn’t wake up when they reached town and that scared them. They had to go back to the orphanage and face whatever punishment awaited them, but they couldn’t leave him behind. They had to take him back and keep him close by. 

“Come on, hurry!” George commanded as he and Harold soon got Captain Underpants out and tried to carry him across the front yard as the truck drove off. The door swung open and they instantly feared the worst–if Harris saw the puppet, she’d have him thrown away and they’d have to fight to the death to prevent that. 

Fortunately it was only Heidi who opened the door. For one moment she was relieved to see that George and Harold were ok, but then she saw that they were carrying the puppet and froze as Edith came out right behind her. 

Both boys flinched when they saw Edith staring at Captain Underpants. “Look, we were just taking him out!” Harold quickly lied as he and George tried to get the puppet to the backyard as fast as they could, but Edith ran over and caught up to them. 

“Boys, it’s ok! I know he’s alive!” She told them before she saw the battered and broken state that the puppet was in and gasped as she put a hand to her mouth. 

The boys couldn’t take it anymore and broke down. 

“Please help us!” George pleaded. 

“We got to get him inside!” Harold also pleaded as Heidi fearfully watched from a distance. 

Captain Underpants was later taken into Edith’s room where she helped the boys place him on her bed. The other kids were happy that the boys were ok, but they too were horrified at the state of the puppet. Edith let the boys stay in her room as they kept watch over him in hopes that he’d soon wake up and even Heidi anxiously popped in once in awhile. 

No one asked the boys about what they had experienced. They clearly weren’t in the right mindset. 

Time gradually passed as the boys waited. The sky gradually darkened. They barely ate when food was given to them. 

***** 

The evening sky was dotted with shinning white stars, much like one fateful night. For many, it was yet another night of relaxing after work and school. For some, prayers were sent to soldiers and those who were effected by the war across both oceans, not knowing that the end would come next year or that there would be lasting effects for generations to come. Very few would bother to look out their window to see those beautiful stars or the one particular star that shone brighter than the others. 

Looking out the window was the last thing on George and Harold’s minds. They were sitting in chairs next to the bed that Captain Underpants was on and by this point there was no denying it any longer. 

He was gone. 

Heidi stood by her brother as she stared at the puppet’s lifeless form. “He’s not going to come back, is he? He’s gone like Mama and Mr. and Mrs. Beard?” She asked.Harold turned to his sister as Edith watched from the doorframe. Wordlessly he drew her into a hug and held her tight. The little girl’s tears fell as she began to cry “It’s not fair! He saved you both! He shouldn’t die!” 

“I know.” Harold hugged his sister tighter. 

“Can I hug him one more time?” She asked after a few moments. Harold let go and the boys watched as Heidi went to the puppet’s side and reached over to hug him. He was so large that it looked as if the little girl couldn’t properly hug him and was clinging onto him instead. She hugged him for a very long time and sobbed until she finally let go and raced out of the room and went into her own. 

“Can you comfort her for us?” Harold pleaded to Edith. “We...” 

“We aren’t ready to leave him alone yet.” George finished quietly. 

“I will.” Edith nodded as she went towards the bed. She looked at the puppet and gently cupped her hand over his cheek. “All he wanted was to save you two.” She told them. “He cared for you very much... He truly was special, wasn’t he?” She knowingly smiled before she walked out of the room and closed the door, leaving the two boys alone with the puppet. 

George let out a weak laugh as he thought about Edith’s words. “In the end, he was a hero after all. He really _was_ there when we needed him the most.” 

“He was.” Harold agreed as he felt his throat tighten and the tears began to fall. He turned to Captain Underpants and grabbed the lifeless hand. “Did you hear that? We think you’re a hero after all!” 

“And we should have said sorry too!” George also grabbed the puppet’s hand. “We never should have told you that we didn’t want you around! Because we do!” He started to cry as his own tears fell. “You can’t leave us like this! We want you back!” 

“Yeah, Heidi, Edith, and us especially!” Harold cried as he tightened his grip. “We don’t care that you couldn’t be real, because you were already real! We don’t want you to go!” 

“And you know why?!” George added as tears ran down his cheeks. “We love you!” 

“Me too!” Harold added. “We love you so much that we wish that you’d come back!” 

“We wish for you to come back to us!” George tightly shut his eyes as he threw his arms on the bed and placed his head in them. “Can’t we make one more wish upon a star?” 

“Please.” Harold begged. “Please...” He let go of the puppet’s hand and rested his head in his arms upon the bed too. 

Both boys cried as they meant every word that they said. Despite all the trouble that they went through because of him, having Captain Underpants around made things better, and not just for the fun reasons. They had someone who truly cared and wanted to help everyone else, including them. 

They were too heart-broken that they didn’t see a certain woman dressed in blue walk up to them. 

“So you both truly mean what you say.” Erica gave them a small smile–they couldn’t hear her, but it wasn’t necessary. “The love that you have towards him is real.” She looked at Captain Underpants–he had changed so much since she first met him. He certainly wasn’t the same soul anymore, but all that was important–the goodness, courage, and compassion–had still remained inside him. 

“Well, you did it.” She smiled at him. “You took responsibility and proved to me that you had what it takes. You proved yourself to be truthful, brave and unselfish.” She then took out her wand as she moved towards him. “In fact, you have what it takes to be a real superhero, but I think what everyone here and what these boys need is someone closer to home. Someone who is a hero in both heart and actions.” 

She touched her wand against his chest on the place where the closest thing to a real heart was a heart made of pine. She spoke out a series of words and Captain Underpants’ body began to be covered in a soft white light. 

It was never that hard to do. But she figured that she would need to make one change. 

Because honestly, she hoped that he had at least matured enough to understand the basic concept of decency by not running around in just underwear and a curtain. 

*** 

An unusual man slept on Edith’s bed. 

He was large and incredibly overweight. He wore pants and a red, short sleeved, button up shirt that strained against his large stomach. His head was egg shaped, his nose was almost pig like, and the messy black toupee barely covered his head. 

He took a deep breath and his chest rose for the first time as soulful dark eyes opened up. He didn’t recognize where he was until he saw the familiar vanity with the mirror–it was Edith’s room. He blushed and he felt a warmth in his face at the thought of her and remembered her kiss from the last time he saw her. 

Wait a minute–it all came back to him. The ocean, the whale, the boys, the escape, and how he–! Where was George and Harold?! 

He turned his head and saw the two boys–they were sitting in chairs beside the bed and it appeared that they had fallen asleep while they were hugging each other. Their cheeks were stained from tears, but he didn’t immediately notice that. All he cared about was that they were finally safe. 

“Hey guys?” He sat up and swung his legs over the side of the bed. 

“Not now Captain...” George murmured as he hugged Harold some more. 

“Just five more minutes.” Harold also murmured. 

He smiled, reached his hands out, and playfully messed up their hair. “Hey I’m right here!” 

Both George and Harold thought that they imagined hearing that familiar voice. When it suddenly hit them, they opened their eyes. “Captain–?!” Harold asked in excitement as they both looked up, but then stopped. 

They stared in stunned silence. They were about to be excited, but for a moment they weren’t sure if they were seeing things, because– 

“Hey is everything alright?” He asked as he let go of their hair. 

“You’re–” George began. 

“It’s really you, right?” Harold asked. 

“Yes it’s me.” He smiled. “Or is there an impostor pretending to be me now? Because that would be very problematic.” 

The boys looked at each other–it really _was_ him but he didn’t notice it? Harold then reached out and grabbed the hand of the man before them. 

He almost jolted out of his skin–he felt the boy touching him, but something was different this time though he couldn’t pin-point what it was. Wordlessly Harold lifted his hand up to his eye-level while George watched. He didn’t know what was going on until he noticed it. 

His hand was different. 

It lacked the visible joints, it wasn’t made of wood, and there were actual finger nails on each finger. 

He stared at his hand in disbelief. His eyes then drifted to the rest of his arm, only to see that there was no visible joints. He looked at his other hand and after seeing that it was also different, he ran his hand over his arm, only to feel the touch of actual human skin and flesh cushioning the bones underneath it all. 

“What on–?” He looked at the boys but then noticed the mirror at the vanity. He felt a strange pounding sensation inside his chest as he practically flew off the bed and rushed to the mirror. 

While his face hadn’t changed too much, he could see other changes. He had no clue how he had a disguise on, but it didn’t bother him too much this time. He was more focused on the fact that when he pulled the shirt collar down, there wasn’t a line to show where the neck connected to his body. 

“Am I–?” His hands reached for his face and his fingers brushed against his cheeks before his palms covered them. He felt the very real touch of actual skin and when he pressed down, he could feel his fingers press against his cheeks, which could not have been possible before. 

“I’m... I’m real.” His voice shook as he realized it. 

“That’s right.” George remembered as he and Harold watched him. “Truthful, brave, and unselfish. That’s what Erica told us.” 

“She brought you back and made you real.” Harold broke into a smile. “You actually did it!” 

He felt excitement grow in his heart. He was real! He–! 

He broke into huge laughter. “I’m real!” He then ran to the boys and scooped them into a huge hug. “I’m actually real this time!” He exclaimed as he broke into a huge smile and swung the boys around. They couldn’t help but join in his laughter as they hugged him back. 

Outside of the room, the kids opened their doors as they heard the laughter. As Edith hugged Heidi, they both picked up the laughter as well as a voice they thought they’d never hear again. Heidi let go of Edith and raced out before swinging Edith’s bedroom door open where she saw the boys with their superhero finally made real at last. 

“Heidi look!” Harold saw his sister and pointed at the man who held him and George. 

He noticed the little girl, whose eyes widened in shock before she broke out into a huge smile. “You’re alive!” She yelled with joy. 

His happiness was so much that he wanted to share it with whomever he could and he set the boys down. He picked up Heidi and also hugged her–he also spun her around as he gleefully told her “I am! Isn’t that amazing!” He could feel the cloth covering her tiny arms as she hugged his neck and he had to loosen his hold as he remembered that he had to be careful and not crush her. 

He didn’t notice when Edith entered and when he did, he saw how stunned she was. She tucked her hair behind her ears to get a better look and–was it possible that someone could stay beautiful no matter how many times you looked at them? “Edith!” He exclaimed as he carefully set Heidi down and rushed to Edith. “Look, I’m real now!” He took her hands and placed her palms against his cheeks. He could finally feel her touch–the calluses from her hard work on her fingers as well as the softness of her palms. 

Edith’s blue eyes widened as she took in the change with awe. “That’s incredible.” She quietly replied before she broke into a smile. “I’m just happy that you’re alive, but I’m happy for you!” 

He couldn’t take it anymore and did something incredibly impulsive and silly in his state of excitement. He grabbed her arms, moved in, and planted the deepest, yet hugest kiss possible on her lips. 

Her eyes nearly bursted out in shock. 

Heidi silently squealed with delight as both George and Harold felt the urge to vomit. 

He finally pulled back from Edith. “Me too, I–!” He realized what he had just done and the blush in his face deepened. “Ah, sorry! I was just–! Heh!” He nervously rubbed the back of his head as Edith let out a shy giggle and smiled. 

“It’s alright.” She reassured him. “How about a warning next time, alright?” 

“Right!” He half stammered, half laughed as the boys finally recovered. 

He turned back to the boys and hugged them once more. “I’m glad you both are safe and sound.” He told them with a smile as his own wish came true. 

“We’re glad you’re safe too, Captain.” George replied as he hugged him back. 

“Same.” Harold agreed as he also hugged him back. 

No one knew for sure what would happen from now on, after one more miracle had happened. There was no telling what tomorrow would bring (besides school of course). 

But for now, everyone was happy that all was well. 

Outside the window, the night sky shone with several beautiful stars, with each one twinkling in their own special way. Yet one in particular shone a little brighter as it carried the wishes of children who believed and dared to believe in things greater beyond imagination, with a little faith and hope in all their hearts. 

**Notes for the Chapter:**

> The end.  
> (...Well that and I suppose the bad guys got their comeuppance eventually).  
> One of the struggles in writing this was the ending because... well, fitting CU into the real world as a real person would have been tricky if he remained the same personality wise, especially given that the setting was more grounded in reality than in the books. I tried to make some sort of compromise and have him be someone who was ‘Benjamin, but with a little more of CU’s personality.’   
> Well, I’ve seen quite a lot of not so pleasant things since I’ve written this during the pandemic. There’s been much that has left me bitter, but I too want to wish for a better future. I hope reading this has helped, whatever is going on for you right now.


End file.
